U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STRATEGIC PARTNERS, INC..
(Name of small business issuer in its charter)
Wyoming (state of Incorporation)
-- (Primary Standard Industrial Classification Code Number)
77-0494696 (IRS Employer ID No.)
SEC File No. 333-95485
3525 Sunset Lane
Oxnard, CA 93035
805-984-0821
(Address and telephone number of registrant's principal executive
offices and principal place of business)
Frank J. Weinstock
3525 Sunset Lane
Oxnard, CA 93035
805-984-0821
(Name, address and telephone number of agent for service)
Copies to:
David Lilly
Lance Kerr Law Office
8833 Sunset Blvd. Suite 200
West Hollywood, Calif. 90069
310-289-4947
Approximate date of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
the same offering [ ]
If delivery of the prospectus is expected to be made pursuant tp Rule 434,
please check the following box [ ]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission acting
pursuant to said section 8(a) may determine.
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Each Class Maximum Aggregate Amount of
of Securities to be Amount to be Offering Price Offering Registration
Registered(1) Registered (1) Per Unit(1) Price(2) Fee
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units (1) 300 $ 2,000 $600,000 $167.00
</TABLE>
- --------------------------------------------------------------------------
(1) A Unit consists of 1,000 shares of common stock, par value $0.001.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.
----------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to such
Section 8(a), may determine.
<PAGE> 1
PROSPECTUS
STRATEGIC PARTNERS, INC.
Initial Public Offering\\
300 Units consisting of 1,000 shares of Common Stock each at the rate of
$ 2,000 per unit.
Strategic Partners, Inc. is a recently formed,\\
development-stage company without significant assets or business. It was
formed to engage in the business of providing consulting services to
companies with respect to finance, mergers, acquisitions, raising capital
in the public markets and marketing on the internet. \\The offering is on
a best efforts basis. The offering will be sold by our officers and directors
acting as agents. There is no minimum of amount of
shares that must be sold. There is no market for the shares The
termination date for the offering is ______________ . \\
Securities offered hereby involve a high degree of
risk. These securities have not been approved or disapproved
by the Securities and Exchange Commission nor has the
Commission passed upon the accuracy or adequacy of
this prospectus. Any representation to the contrary is a
criminal offense.
These securities offered hereby involve a high degree
of risk. See "RISK FACTORS" on page 3.
<PAGE> 2
Table of Contents
Summary of the Offering . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . 4
Determination of Offering Price......................
Dilution .........................................................
Plan of Distribution .......................................
Legal Proceedings .......................................
Directors and Officers . . . . . . . . . . . . . . . . . . . . 5
Principal Stockholders .....................................
Description of Securities ...................................
Transfer Agent
Reports to Stockholders
Interest of Named Experts and Counsel
Disclosure of Commission Position of
Indemnification for Securities Act Liabilities
Organization Within Las Five Years...
Description of Business . . . . . . . . . . . . . . . . . . . . 9
Management's Discussion and Analysis of the
Plan of Operation....
Description of Property . . . . .
Certain Relationships and Related Transactions
Market for Common Equity and Related
Stockholder Matters...
Executive Compensation . . . . . . . . . . . . . . . . . . . . 13
Financial Statements . . . . . . . . . . . . . . . F-1 to F - 11
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ..................................
SUMMARY OF THE OFFERING.
Strategic Partners, Inc. was incorporated in 1998 for the purpose of
engaging in investment banking and providing financial consulting services
to businesses and individuals. Since incorporation our officers\\
and directors have been to engaged in research as to how best to market our
services in the financial services industry and to raise money\\
to open offices and conduct business.
OFFERING OF UNITS
* Units Offered - 300
* Minimum Number to be Sold - No Minimum
* Shares Outstanding Prior to Offering - 569,000
* Shares Outstanding after Offering if all sold - 869,000
* Use Of Proceeds:
* Legal
Administrative Assistant & Secretarial
Marketing & Travel Expense
Facilitate Strategic Alliance Group
Design & Printing
Office Leasehold
Misc. Supplies
Shareholder Releases - Mail
General Mail - Incl. Courier Services
Phones/Fax/Internet
Public/Investor Relations
Office Equipment; lease/purchase
Financial Conferences/Seminars
Advertising & Brochures
Website Design and Hosting
Accounting
<PAGE> 3
THE COMPANY
We are organized as a Wyoming corporation named Strategic Partners, Inc.
Our offices are located at 3525 Sunset Lane, Oxnard, California.\\
The telephone is 805- 984-0821.
RISK FACTORS:
Anticipated Losses. We were incorporated in October of 1998. Since that time
we have worked on raising operating funds and developing plans to market our
services using the internet. We have experienced losses to date as funds
available have not been sufficient to operate in a profitable manner. We
believe we have a viable plan of operation and can generate profits if we
have sufficient working capital. The risk to investors is that we will not
be able to generate sufficient working capital from this offering that will
enable us to market our services and obtain clients that will pay for our
services.
Dependence Upon Key Personnel and Affiliates. We are highly dependent
on the services of Frank J. Weinstock, our President and CEO. Mr Weinstock
has signed a five year management contract beginning in
October of 1999. Our ability to pay Mr. Weinstock and
related persons is a risk of investing in the Company.
Possible Conflicts of Interest. We are not aware of any possible
conflicts of interest that may arise from the operation of our business.
Initially Mr. Weinstock and Ms. Francis will be the our only full time
employees. The other directors are engaged in other business
enterprises that do not appear to offer any conflicts of interest.
Need for Additional Financing. We believe that if we sell at least
two thirds of the offering we will not need additional funding
for the next twelve months. If we do not sell at least two thirds of
this offering we will not have sufficient working capital
to fully put into operation its business plan. This lack of funding will
require us to continue in fund raising activities as well as operate the
business on a limited scale.
<PAGE> 4
ADDITIONAL INFORMATION
Registration Statement. We have filed with the Securities and
Exchange Commission in Washington, D.C., a Registration Statement under the
Securities Act of 1933, as amended, with respect to the Common Stock offered
by this Prospectus. For further information with respect to the Company and
the Common Stock offered hereby, reference is made to the Registration
Statement and the exhibits listed in the Registration Statement. The
Registration Statement may be examined at the Public Reference Room of the
Securities and Exchange Commission at 450 Fifth Street, N.W. Washington, D.C.
20549, and copies may be obtained upon payment of the prescribed fees.
We are an electronic filer, and the Securities and Exchange Commission\\
maintains a Web site that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission. The address of the SEC website is http://www.sec.gov. To find
information go to Edgar Archives and search under the Registrant name
(Strategic Partners, Inc.) or CIK number (1100313).
Reports to Shareholders. We will file reports with the Securities
and Exchange Commission and intend to furnish shareholders with annual
reports containing financial statements audited by independent public or
certified accountants and such other periodic reports as it may deem
appropriate or as required by law.
Use of Proceeds.
The use of proceeds will be disbursed for organizational and marketing
efforts. The offering is on a "best efforts" basis. If no funds are received
we will have no proceeds to spend. We reserve the right to expend funds as
received.
The following table sets forth the uses of proceeds if only
10% of the offering is sold. At this level the total funds
available would be equal to $ 60,000
USE OF PROCEEDS EQUAL TO 10% OF OFFERING:
Legal $ 5,000
Administrative Assistant & Secretarial 4,000
Marketing & Travel Expense 6,000
Facilitate Strategic Alliance Group 2,000
Design & Printing 2,000
Office Leasehold 6,000
Misc. Supplies 3,000
Shareholder Releases - Mail 2,000
General Mail - Incl. Courier Services 2,000
Phones/Fax/Internet 3,000
Public/Investor Relations 9,000
Office Equipment; lease/purchase 5,000
Financial Conferences/Seminars 3,000
Advertising & Brochures 2,000
Website Design and Hosting 4,000
Accounting 2,000
__________
$ 60,000
USE OF PROCEEDS EQUAL TO 50% OF OFFERING:
Legal $ 25,000
Administrative Assistant & Secretarial 25,000
Marketing & Travel Expense 33,000
Facilitate Strategic Alliance Group 7,000
Design & Printing 7,000
Office Leasehold 30,000
Misc. Supplies 20,000
Shareholder Releases - Mail 4,000
General Mail - Incl. Courier Services 4,000
Phones/Fax/Internet 15,000
Public/Investor Relations 45,000
Office Equipment; lease/purchase 25,000
Financial Conferences/Seminars 20,000
Advertising & Brochures 13,000
Website Design and Hosting 22,000
Accounting 5,000
__________
$ 300,000
USE OF PROCEEDS IF ALL UNITS ARE SOLD:
Legal $ 55,000
Administrative Assistant & Secretarial 53,000
Marketing & Travel Expense 66,000
Facilitate Strategic Alliance Group 23,000
Design & Printing 14,000
Office Leasehold 60,000
Misc. Supplies 30,000
Shareholder Releases - Mail 8,000
General Mail - Incl. Courier Services 8,000
Phones/Fax/Internet 30,000
Public/Investor Relations 90,000
Office Equipment; lease/purchase 55,000
Financial Conferences/Seminars 30,000
Advertising & Brochures 25,000
Website Design and Hosting 44,000
Accounting 9,000
__________
$ 600,000
Determination of Offering Price.
We have arbitrarily determined the
offering price of the units.
Dilution.
This offering involves a dilution of net tangible book value to
the existing shareholders. Assuming the maximum amount of
units offered are sold the following table shows the dilution
to persons who purchase this offering.
<TABLE>
<S> <C>
Assumed initial public offering price per share.............. $ 2.00
Pro forma net tangible book value per share
as of Oct.31, 1999....................................... $ 0.04
Pro forma increase attributable to new investors.............. $.0.57
Pro forma net tangible book value per
share after the offering................................. $ 0.61
Pro forma dilution per share to new investors................ $ 1.39
</TABLE>
The following table summarizes the total number of shares of common stock
purchased from us, the total consideration paid to us and the average price
per share paid by existing stockholders and by new investors, in each case
based upon the number of shares of common stock outstanding as of October
31, 1999.
<TABLE>
<CAPTION>
Shares Purchased Total Consideration
Number Percent Amount Percent Per Share
<S> <C> <C> <C> <C> <C>
Existing stockholders. 569,000 65.5% $ 569,000 40.2% $ 1.00
New investors... 300,000 34.5% $ 600,000 59.8% $ 2.00
------- ----- ------- ------
Total 869,000 100.0% $ 1,169,000 100.0%
======= ===== ======== =====
</TABLE>
Plan of Distribution.
We plan to distribute the shares on a "best efforts"
basis utilizing our officers and directors. We plan to
offer the securities on the Company website. If offered
on the website the announcement will be limited to information of a general
nature. The offer will be made via the prospectus which may be transmitted by
email or sent by mail in printed form or by email. No company has been
engaged as an underwriter. We may hire broker/dealers to sell all or a
portion of the offering. In such event we will cease all marketing efforts
by our officers and directors and will file a post-effective amendment
to indicate that this change in the plan of distribution.\\
Legal Proceedings.
There are no legal proceedings pending against us.
<PAGE> 6
Directors, Executive Officers, Promoters and Control Persons
The following persons are our officers and directors.:
Frank J. Weinstock, Director, President and Chief Executive Officer
Frank J. Weinstock, age 62, is the founder of Strategic Partners, Inc.
Mr. Weinstock serves as President and Chief Executive Officer of the Company
since founded in Sept.,1998. From 1989 to 1998 Mr. Weinstock worked as an
independent analyst and consultant providing corporate structuring,
reorganizations, mergers/acquisitions and other sophisticated services
including financial development. Mr. Weinstock's forte has been exclusively
centered around fast pace growth companies in corporate America. From 1982
to 1988 he served as Chief Financial Officer of Diversified Technology, Inc.,
an international company in the business of licensing intellectual property
of advanced medical products, consisting of bio-compatible osteogenic
polymers (BOP), exported from the Soviet Union to the western free world.
From 1978 to 1982 he served as Chief Operating Officer of Western Gold'n Gas
Company engaged in the business of developing natural gas fields by drilling
company owned acreage in partnership with major national and international
conglomerates. From 1974 to 1978 he was instrumental and responsible for the
development and promotional activities of Greenwich Pharmaceutical,
a public company, pka, Strategic Medical Research Corp.(SMRC) 1969 to 1990,
President of J.J.Weinstock Agency, Inc. an independent insurance agency and
large brokerage facility.
It was during these formidable years that Mr. Weinstock successfully
created, integrated and combined insurance with securities complimenting
large estate planning services, much before the advent of "Universal
Life". From 1962 to 1969 he specialized in Fire, Property & Casualty
Insurance manuscripting forms for large commercial and industrial
organizations. He also packaged and combined comprehensive personal lines
insurance. During Mr. Weinstock's twenty-nine year tenure, he specialized
in aviation (FBO'S), medical malpractice and tailoring unique disability
coverages for high profile medical practitioners, while designing
sophisticated estate planning techniques. Due to Mr. Weinstock's other
business and financial interests in broadening his corporate horizons the
insurance business was sold.
Gerald Bench, Director and Chief Financial Officer.
Gernald Bench, age 59, from 1996 to Present was the President and\\
Chief Executive Officer of BFT Holding Co., Inc. BFT owns
all the stock of Hadley Fruit Orchard's, Inc.a company engaged in
operating airport and hotel gift shops. March 1995 to November 1996, Chief
Operating Officer, Hadley Fruit Orchard's Inc., Cabazon, California. a
specialty retail/direct mail marketer of food products. November, 1993 -
March, 1995, Partner, InterCap Marine & Aviation Group InterCap Enterprises,
Inc., Spring Lake, NJ. Intercap provided financial services, business
evaluation, and merger and acquisition services.
From June 1990-November 1993 Mr. Bench served as CEO/President of TDG
Aerospace Inc., Pleasanton, California, an aerospace company which specialized
in anti-icing systems for aircraft. From April 1989 to April 1990, Mr. Bench
served as Manager of U.S. operations for Lermer GmbH, Wiesbaden Germany. From
1959 to 1989 Mr. Bench was Chairman and CEO of E&B Marine Inc. of Edison,
New Jersey engaged in selling government and industrial surplus. Mr. Bench
is currently a director of Westerbeke Corp. of Avon, MA. a manufacturer of
<PAGE> 7
diesel and gasoline engines; TDG Aerospace, Inc.; Taylor Made Group, Inc.
the largest manufacturer of marine windshields, sanitation systems, air
conditioners and boating accessories in the United States;Tech-Ops
International, Inc. of Half Moon Bay, CA., a privately held aerospace company.
Mr. Bench is also a member of the board of trustees of Allentown College of
St. Francis deSales, located in Allentown, Penn. and a board member of Canyon
Country Club in Palm Springs, Calif. Mr. Bench became a chief financial
officer and a director on October 31, 1999. He will serve as a director until
the next scheduled meeting of shareholders in January, 2001.
GEORGE FENCL, Director
Mr. Fencl, age 58, is currently Secretary and Treasurer, J.T. Granatelli
Lubricants, Inc. He has thirty five years experience as a business owner in
retail stores, restaurant business and manufacturing. Since 1984 he acted as
an investor and consultant for various real estate ventures; high tech;
corporations; and creative talent management companies.
Mr. Fencl owned and operated one of the largest jewelry production
companies on the west coast. He was one of the first owner/operators
in the vending machine business on the west coast and developed an
extremely strong and viable business.
Mr. Fencl owns and manages extensive high end real estate properties,
including vast commercial operations, both abroad and in the United States.
He has extensive experience at the global level relative to franchise
operations and license agreements. He also possesses a vast experience
on Wall Street internationally with ownership of merchant banks, as
well as an invaluable insight; with a blend of knowledge and
experience resulting in tremendous success. A broad background and
experience with major companies in corporate America, many of which are
public entities further strengthening his relationships and accomplishments
on Wall Street.
Mr. Fencl is a long time automotive enthusiast with partners in auto racing
teams; including part owner of Irwindale Raceway. He built custom street
vehicles and has been a consultant to various specialty automotive
manufacturers. Mr. Fencl was on the Board of Directors of Vector Car Company
during the time it was owned directly by Lamborghini and was an advisor to
Lamborghini Automotive. He retains ownership of the Lamborghini name.
Mr. Fencl attended the Institute of Art, Northrop Institute of Technology,
Mount San Antonio College (with emphasis in Business Law) and Azusa Pacific
University (with emphasis in Business Management) and completed a two year
tour in the United States Air Force. Ms. Francis became a director on
on October 31, 1999. He will serve as a director until the next
scheduled meeting of shareholders in January, 2001.
Trish R. Francis, Director and Secretary
Ms. Francis, age 53, has had an extensive business career after
completing two years of college; studying a variety of business disciplines.
Ms. Francis worked for prominent plastic surgeons, where she was responsible
for general office management to include detailed deciphering and
transcription of surgical records, enhancement of patient care and all
financial responsibilities. She managed a construction company coordinating
and implementing all facets, to include restructuring of the entire
organization and operating strategies.
After moving from Oklahoma to California in 1986, Ms. Francis managed
the Claremont Dental Clinic, supervising a group of doctors and employees.
Upon completion of an entire office reorganization, her responsibilities took
on a sophisticated management position.
From 1989 to 1999, Ms. Francis advanced her professional career
and talents in assuming a major role by undertaking vast responsibilities for
Keystone Investment Company, an international financial consulting
organization, to include executive administrative duties and becoming the
liaison between that office and the financial community. Activities
consisted of preparing legal documents for corporate reorganizations and
mergers. Ms. Francis also synchronized activities between the various
management, legal and accounting groups. Ms. Francis became
Secretary/Treasurer April 9, 1999 and became a director on May 27, 1999.
She will serve as a director until the next scheduled meeting of
shareholders in January, 2001.
Security Ownership of Certain Beneficial Owners and Management.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock following the proposed organization,
and as adjusted to reflect the sale of the Units offered hereby, by (i) each
person who is known by the Company to own more than 5% of the Company's
outstanding Common stock; (ii) each of the Company's directors, naming them;
and (iii) officers and directors of the Company as a group.
<PAGE> 8
Title of Name and Address Amount and Nature Percent of
Class of Beneficial Owner of Beneficial Owner Class
Common
Shares Frank J. Weinstock 317,100 Shares(1) 56%
3525 Sunset Lane
Oxnard, CA 93035
Trish R. Francis 22,800 Shares(2) 4%
3525 Sunset Lane
Oxnard, CA 93035
David G. Lilly 55,000 Shares 10%
8833 Sunset Blvd.
Suite 200
West Hollywood,
Calif. 90069
Total number of shares
owned by officers
and directors: 339,900 Shares 60%
Total number of shares
to be owned by officer
and directors when all
units are sold: 339,900 Shares 39%
Total shares to be issued
and outstanding when all
units are sold: 869,000 Shares 100%
(1) Includes 1,600 shares owned by the children of Frank J. Weinstock.
(2) Includes 1,800 shares owned by the children of Trish R. Francis.
Item 12. Description of Securities.
* Each Unit offered consists of 1,000 shares of common stock.
* The Company is authorized to issue 10,000,000 shares of Common Stock,
$.001 par value.
* As of 10/31/1999 569,000 shares were issued and outstanding.
* Each share of Common Stock will be entitled to one vote, either in
person or by proxy, on all matters that may be voted upon by the owners
thereof at meetings of the stockholders.
* The holders of Common Stock
* i) will have equal ratable rights to dividends
from funds legally available thereof, when, as and if declared by
the Board of Directors of the Company;
* (ii) will be entitled to share ratably in all of
the assets of the Company available for distribution to holders
of Common Stock upon liquidation, dissolution or winding up of
the affairs of the Company; and
* (iii) will not have preemptive or redemption provision
applicable thereto.
* All shares of Common Stock which are the subject of this offering, when
issued, will be fully paid and non-assessable, with no personal
liability to the ownership thereof.
* The holders of shares of Common Stock of the Company
do not have cumulative voting rights.
* At the completion of this offering, if all units are sold,
* affiliates, officers and/or directors of the Company
will own approximately 47% of the then outstanding Common stock.
Transfer Agent
The Company will initially act as its own stock transfer agent.
Reports to Stockholders
We intend to furnish its stockholders with annual reports
containing audited financial information.
Interest of Named Experts and Counsel
No counsel or experts have been hired to give opinions on any matters
concerning this offering. The Lance Kerr Law Office has received 50,000
shares of common stock for their work in completing the registration
process relating to these shares. These shares were issued and delivered
prior to the filing of this registration statement. The Lance Kerr Law
Office will render an opinion regarding the shares being registered in
this offering.
Disclosure of Commission Position of Indemnification for
Securities Acts Liabilities.
Section 17-16-851 of the Wyoming Statutes authorizes a corporation's
board of directors to grant indemnification to directors and officers in terms
sufficiently broad to permit such indemnification under some circumstances for
liabilities, including reimbursement for expenses incurred, arising under the
Securities Act of 1933, as amended. To the extent that indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant under the foregoing
provisions, the Company has been advised that in the opinion of the Securities
and Exchange Commission indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. Article V,
Section 1, of the Company bylaws provides for mandatory indemnification of its
directors to the maximum extent permitted by the Wyoming Corporation Act and
permissible indemnification of officers and employees.
Organization Within Last Five Years.
Frank J. Weinstock may be considered a promoter. We have
entered into a five year employment agreement with Mr. Weinstock
at an annual compensation of $ 150,000 beginning November 1, 1999.
Description of Business.
Strategic Partners, Inc. was created to provide wide ranging
financial services to successful private companies who are considering the
public equity market as a means of enhancing their expansion and growth. Our
officers and directors have over 50 years experience in
equity financing and the public stock markets. With the continuing
consolidation of national brokerage organizations and investment banking
institutions access to the equity markets is limited to only the largest
multinational corporations. At the same time the meteoric rise in the
internet as a trading and investment medium has changed the complexion
of trading securities and investments forever.
<PAGE> 10
Small successful private companies which could utilize equity capital to
produce and accelerate earnings are excluded from the major firms because of
their size. Their relatively small capital requirements do not qualify them
for traditional entry into the national equity markets. The recent surge in
equity offerings by internet related companies has meant that many
quality private companies are being ignored by the traditional investment
banking organizations because they do not have a thriving business whose name
ends in ".com". This exclusion from the nation's equity markets stifles the
expansion and potential growth of many emerging companies who may have
outstanding internal growth rates and profitability but are being eliminated
because they are not engaged in e-commerce. Strategic Partners, Inc.
intends to show such companies the means by which they can access investment
capital. We will provide professional advice to the principals of
these companies as to the proper procedure for taking advantage of the
potential benefits while avoiding the inherent risks of the equity
marketplace.
Strategic Partners, Inc. will establish a national network of
broker-dealers, market makers, venture capitalists and investors interested
in assisting well managed companies to access the equity markets and attain
greater success. In addition the Company is developing skills in using the
power of the internet as a way of communicating investment opportunities to
millions of potential investors.
This network will consist of representatives from regional
brokerage houses and individual accredited investors who share
the Company's belief that the equity marketplace can provide a significant
benefit to emerging companies which have a successful history of operations
but need additional capital to achieve their true potential. The Company
will provide an interface between this network and the companies seeking
access to the national equity markets. Many companies who could benefit
from access to capital sources have no idea of how to gain acceptance or
be effective once operating in the equity market place.
Many companies are unaware of the new opportunities available every day for
accessing investment capital by use of the internet. We were organized
to provide businesses with competent and professional advice on the
equity market place and assist those companies in benefitting from access to
that resource. We intend to engage in the business of investment
banking. This business will consist of services to clients for fees. We
intend to provide services to clients who are planning on becoming
public companies either through initial public offerings or mergers with
existing public companies.
We will develop relationships with ongoing financial
organizations, in addition to marketing a unique concept on the internet and
will charge fees for other services rendered. We intend to establish
a website that will advertise the existence of the Company and the
services we will provide. We have registered the domain name
"strategic-partners-inc.com" for this purpose. We intend to
solicit business through referrals by existing persons or entities known
personally to our officers and directors.
We will initially be at a competitive disadvantage as it is a
new company and has no track record of providing such services to business
<PAGE> 11
clients. Our directors have individually and collectively
extensive years of operating history with an impressive track record of being
success oriented in the financial marketplace. The expertise, skills and
talents of these individuals will help to create a stronger and healthier
Company during it's embryonic development stages. There are many firms engaged
in the same business who are larger, more well established and who have a
base of existing clients and referral sources. We intend to compete
against these other businesses by offering high quality services at
competitive prices.
Client fees earned by us will be predicated upon performance.
Providing capital resources to assist companies in obtaining funds by
which to conduct business operations will be a primary function. In such
cases, until we produce the desired result, it will be required
to pay its operating overhead. The time to achieve such a revenue stream
will vary. We expect to begin generating cash flow between three
to nine months from the conclusion of this offering. We will use
written agreements to contract for its services and will collect a portion
of its fees in advance to alleviate collection problems. Initially, until a
track record is established, it is likely that we will engage in
selective activities involving only a few clients.
We will use the experience of our officers and directors to
screen prospective clients so that management's time will be devoted to those
projects where there is a high likelihood of success. We have
entered into a five year management contract with Frank J. Weinstock the
President. This will help insure that the services of Mr. Weinstock
will be available on a long term basis. We intend to build a strong
and reputable organization employing proven professionals capable of servicing
all components of our business. It will be difficult to obtain the
services of other professionals until we have reached the point of having
sufficient income to offer competitive salaries and benefits to qualified
persons.
There is no governmental regulation of the investment banking industry
and thus no governmental approvals are needed to engage in business. Our
services will initially be limited to advice and analysis of a
client's position relative to its chances of success in the public market. We
know of no plans to regulate the dispensing of business advice to
clients in the area of finance and structure of offerings to the public by
its clients.
During its initial stages we raised money from private
investors for operations. We have engaged in extensive research in the
last 18 months to assemble a business strategy enabling us to stay
abreast of changes occurring in the public markets and assessing the impact
of the internet on the securities business.
There are no environmental laws that directly affect our business and
thus we do not face any cost of compliance.
We presently employ two persons on a full time basis, the
President Frank J. Weinstock and the Secretary, Trish R. Francis.
There are no other current employees.
We plan to file reports with the SEC following the offering on
Form 10-K for annual reports and Form 10-Q for quarterly reports. Copies of
the annual report will be mailed to the shareholders.
<PAGE> 12
Management's Discussion and Analysis of the Plan of Operation
If we sell the maximum units that are being registered under
the registration statement we will have sufficient cash to operate
for the next 12 months. If less is sold the scale of operations will be scaled
down accordingly. If additional funds are needed the Company may resort to
soliciting funds from accredited investors. If the maximum units are sold the
Company will lease offices and purchase adequate equipment to facilitate
business operations. The budget for such an operation is set forth in the use
of proceeds section of the prospectus. We will consider hiring
additional professional assistance on an "as needed" basis. We will
hire a speciality firm to design an appropriate website.
Description of Property.
We do not own any material property. It leases its
current office on a month to month basis from Valley N' Shores at the rate of
$ 900 per month. The President, Mr. Weinstock owns office furniture,
telephones, computers and fax and other related equipment which he allows
us to use at no cost.
Certain Relationships and Related Transactions.
Describe any transaction during past fiscal year or any proposed
transaction that exceeds $ 60,000 with any officer, director, holder of 5% or
more of stock, any family member of any of this group.
Since inception the Company has issued 50,000 shares valued at $ 12,500
to the Lance Kerr Law Office for services and 6,000 shares valued at $ 1,500
to Trish R. Francis for services.
Market for Common Equity and Related Stockholder Matters.
There is currently no trading market for our shares. We
plans to apply for trading privileges in the near future.
Executive Compensation.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table sets forth the compensation earned by the Executive
Officers which includes only the Chief Executive Officer.
<PAGE> 13
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
1999 Annual Compensation
Compensation Awards
Number of
Securities
Underlying
Name and Principal Position(s) Salary Bonus Options
<S> <C> <C> <C>
Frank J. Weinstock...................$75,000(1) $ 0 0
President, Chief Executive
Officer and Chairman of
the Board of Directors
(1) Mr. Weinstock's compensation was $ 75,000 for the ten months ended
October 31, 1999. On November 1, 1999 Mr. Weinstock's compensation
increased to $ 150,000 per year starting November 1, 1999 under a
five year management contract.
</TABLE>
Stock Options and Stock Appreciation Rights
We have granted no options and has no plans for doing so in the
near future. We have granted no stock appreciation rights has no plans
for doing so in the near future.
Financial Statements.
Audited Financial Statements for the Company are attached as
Pages F-1 to F-11
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
October 31, 1999 and December 31, 1998
F-1
C O N T E N T S
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . F 3
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . F 4
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . F 5
Statements of Stockholders' Equity (Deficit) . . . . . . . . . . . . F 6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . F 8
Notes to the Financial Statements. . . . . . . . . . . . . . . . . . F 9
F-2
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Strategic Partners, Inc.
(A Development Stage Company)
Oxnard, California
We have audited the accompanying balance sheets of Strategic Partners,
Inc. (a development stage company) as of October 31, 1999 and December 31,
1998
and the related statements of operations, stockholders' equity (deficit) and
cash flows for the ten months ended October 31, 1999 and from inception on
September 25, 1998 through December 31, 1998 and October 31, 1999. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Strategic
Partners, Inc. (a development stage company) as of October 31, 1999 and
December 31, 1998 and the results of its operations and its cash flows for
the ten months ended October 31, 1999 and from inception on September 25,
1998 through December 31, 1998 and October 31, 1999 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
operating capital which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
December 21, 1999
F-3
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Balance Sheets
October 31, December 31,
1999 1998
CURRENT ASSETS
Cash $ 14,024 $ 910
------ -----
Total Current Assets 14,024 910
------ -----
TOTAL ASSETS $ 14,024 $ 910
====== =====
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 38,058 $ -
------ -----
Total Current Liabilities 38,058 -
------ -----
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value;
10,000,000 shares authorized;
569,000 and 266,000 shares issued
and outstanding, respectively 569 266
Additional paid-in capital 559,297 265,200
Deficit accumulated during
the development stage (583,900) (264,556)
--------- ---------
Total Stockholders'
Equity (Deficit) (24,034) 910
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS'
EQUITY (DEFICIT) $ 14,024 $ 910
======== ========
The accompanying notes are an integral part of these financial statements.
F-4
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Operations
From
For the Inception on
Ten Months September 25,
Ended 1998 Through
October 31, December 31, October 31,
1999 1998 1999
REVENUES $ - $ - $ -
EXPENSES
General and
administrative 319,887 264,556 584,443
---------- --------- ---------
(LOSS) FROM OPERATIONS (319,887) (264,556) (584,443)
OTHER INCOME
Miscellaneous income 543 - 543
---------- -------- --------
Total Other Income 543 - 543
---------- -------- --------
NET (LOSS) $ (319,344) $ (264,556) $ (583,900)
========= ======== =========
BASIC (LOSS)
PER SHARE $ (0.91) $ (1.27)
========= ========
The accompanying notes are an integral part of these financial statements.
F-5
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Preferred Stock Common Stock Paid-In Development
Shares Amount Shares Amount Capital Stage
At Inception on
September 25, 1998 - $ - $ $ - $ -
Common stock issued
for services at
$1.00 per share,
October 9, 1998 - - 215,000 215 214,785 -
Common stock issued
for cash at $1.00
per share, October
12, 1998 - - 2,000 2 1,998 -
Common stock issued
for cash and services
at $1.00 per share,
October 13, 1998 - - 4,000 4 3,996 -
Common stock issued
for services at
$1.00 per share,
October 19, 1998 - - 5,000 5 4,995 -
Common stock issued
for cash and services
at $1.00 per share,
October 30, 1998 - - 10,000 10 9,990 -
Common stock issued
for cash at $1.00
per share,
November 17, 1998 - - 6,000 6 5,994 -
Common stock issued
for cash at $1.00
per share,
November 24, 1998 - - 3,000 3 2,997 -
Common stock issued
for cash, services
and expenses at
$1.00 per share,
December 8, 1998 - - 21,000 21 20,979 -
Less stock
offering costs - - - - (534) -
Net (loss) for
the period ended
December 31, 1998 - - - - - (264,556)
----- ----- ------- ---- --------- ---------
Balance, December
31, 1998 - - 266,000 266 265,200 (264,556)
Common stock issued
for expenses at
$1.00 per share,
January 5, 1999 - - 300 - 300 -
Common stock issued
for cash and
services at
$1.00 per share,
January 16, 1999 - - 12,50 13 12,487 -
Common stock issued
for cash at $1.00
per share,
January 20, 1999 - - 20,000 20 19,980 -
Common stock issued
for cash at $1.00
per share,
February 3, 1999 - - 1,000 1 999 -
Common stock issued
for cash at
$1.00 per share,
February 15, 1999 - - 2,200 2 2,198 -
--- ---- ----- ---- -------- ----------
Balance Forward - $ 302,000 $ 302 $ 301,164 (264,556)
---- ----- ----- ---- ------- ----------
The accompanying notes are an integral part of these financial statements.
F -6
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Preferred Stock Common Stock Paid-In Development
Shares Amount Shares Amount Capital Stage
Balance Forward - $ - 302,000 $ 302 $ 301,164 $ (264,556)
Common stock issued
for cash at
$1.00 per share,
February 22, 1999 - - 2,000 2 1,998 -
Common stock issued
for cash at
$1.00 per share,
March 12, 1999 - - 6,400 6 6,394 -
Common stock issued
for cash and
services at
$1.00 per share,
March 26, 1999 - - 27,500 27 27,473 -
Common stock issued
for cash at
$1.00 per share,
May 10, 1999 - - 1,000 1 999 -
Common stock issued
for cash and
services at
$1.00 per share,
May 19, 1999 - - 6,000 6 5,994 -
Common stock issued
for services
at $1.00 per share,
July 12, 1999 - - 2,000 2 1,998 -
Common stock issued
for services
at $1.00 per share,
July 27, 1999 - - 1,600 2 1,598 -
Common stock issued
for cash and services
at $1.00 per share,
August 3, 1999 - - 1,000 1 999 -
Common stock issued
for services
at $1.00 per share,
August 10, 1999 - - 1,500 2 1,498 -
Common stock issued
for cash at
$1.00 per share,
September 17, 1999 - - 12,500 12 12,488 -
Common stock issued
for cash and
services at
$1.00 per share,
October 1, 1999 - - 193,500 194 193,306 -
Common stock issued
for cash and services
at $1.00 per share,
October 26, 1999 - - 11,000 11 10,989 -
Common stock issued
for services at
$1.00 per share,
October 29, 1999 - - 1,000 1 999 -
Less stock
offering costs - - - - (8,600) -
Net (loss) for
the period ended
October 31, 1999 - - - - - (319,344)
---- ---- ----- ----- -------- ---------
Balance,
October 31, 1999 - $ - 569,000 $ 569 $ 559,297 $ (583,900)
===== ==== ======= ======== ========= ============
The accompanying notes are an integral part of these financial statements.
F - 7
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Statements of Cash Flows
From
For the Inception on
Ten Months September 25,
Ended 1998 Through
October 31, December 31, October 31,
1999 1998 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss from operations $ (319,344) $ (264,556) $ (583,900)
Adjustments to
reconcile net loss to
net cash (used)
by operating activities:
Common stock issued
for services 193,000 231,450 424,450
Changes in assets
and liabilities:
Increase (decrease)
in accounts payable 38,058 - 38,058
-------- ------- --------
Net Cash (Used)
by Operating Activities (88,286) (33,106) (121,392)
-------- ------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
-------- -------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common
stock for cash 110,000 34,550 144,550
Stock offering costs (8,600) (534) (9,134)
--------- --------- ----------
Net Cash Provided
by Operating Activities 101,400 34,016 135,416
---------- --------- ---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 13,114 910 14,024
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 910 - -
---------- --------- --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 14,024 $ 910 $ 14,024
========== ========== ==========
Cash Paid For:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON-CASH FINANCING
ACTIVITIES
Common stock issued
for services $ 193,000 $ 231,450 $ 424,450
The accompanying notes are an integral part of these financial statements.
F - 8
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 1999 and December 31, 1998
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Strategic Partners, Inc. (a development stage company) (the Company)
was organized under the laws of the State of Wyoming on September 25, 1998.
The purpose of the Company is to engage in the business of investment banking.
The Company has had no active operations from inception. The Company has
selected a December 31 year end.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
b. Provision for Taxes
No provision for income taxes has been made due to the inactive status
of the Company. The Company has a net operating loss carryover at October 31,
1999 of approximately $584,000 which expires in 2019. The potential tax
benefit of the loss carryover is offset by a valuation allowance of the same
amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
d. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
e. Revenue Recognition Policy
The Company currently has no source of revenues. Revenue recognition
policies will be determined when principal operations begin.
F - 9
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 1999 and December 31, 1998
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not established revenues
sufficient to cover its operating costs and allow it to continue as a going
concern. It is the intent of the Company to earn revenues from investment
banking services. Until sufficient revenues are earned to operate
profitably, management intends to issue additional shares of its common stock
for cash, services, or expenses paid on behalf of the Company.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company pays rent of $900 per month on a month-to-month basis for
office space in the personal residence of a related party. Rent expense for
the period ended October 31, 1999 and December 31, 1998 was $9,900 and $3,600,
respectively.
During October 1999, the Company signed an employment agreement with
its Chief Executive Officer, whereby, the Company agreed to pay him $150,000
per year for five years.
The Company agreed to pay its Secretary $2,500 per month as
compensation.
NOTE 5 - BASIC LOSS PER SHARE
The following is an illustration of the reconciliation of the
numerators and denominators of the basic loss per share calculation:
From
For the Inception on
Ten Months September 25,
Ended 1998 Through
October 31, December 31,
1999 1998
Net loss (numerator) $ (319,344) $ (264,556)
--------- ---------
Weighted average shares outstanding
(denominator) 352,798 207,876
--------- ---------
Basic loss per share $ (0.91) $ (1.27)
========= =========
F - 10
STRATEGIC PARTNERS, INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 1999 and December 31, 1998
NOTE 6 - COMMITMENTS AND CONTINGENCIES
During October 1999, the board of directors authorized the
officers of the Company to execute a five year employment contract
with the Chief Executive officer (CEO) of the Company whereby the CEO
will be paid $150,000 per annum.
F - 11
<PAGE> 14
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There are no changes in or disagreements with any prior accountant. The
current accountant was hired in 1999 to audit the Company's books and records
from inception.
Until --------- (90 days after the effective date of the registrations
statement) all U.S. Dealers effecting transactions in the registered
securities may be required to deliver a prospectus.
END PROSPECTUS
Item 24. Indemnification of Directors and Officers.
Section 145 of the Wyoming Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under some circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act of 1933,
as amended. To the extent that indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant under the foregoing provisions, the Company has
been advised that in the opinion of the Securities and Exchange Commission
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. Article V, Section 1, of the Company
bylaws provides for mandatory indemnification of its directors to the
maximum extent permitted by the Wyoming Corporation Law and permissible
indemnification of officers and employees.
Item 25. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other than
underwriting discounts, payable by the Registrant in connection with the offer
and sale of the common stock being registered. All amounts are estimates
except the registration fee.
<TABLE>
<S> <C>
Registration fee........................................... $ 167
NASD filing fee............................................ 100
Blue Sky/NASD fees and expenses (including legal fees)..... 15,000
Accounting fees and expenses............................... 5,000
Other legal fees and expenses.............................. 10,000
Printing and engraving..................................... 12,500
Miscellaneous.............................................. 5,000
Public Relations and Distribution.......................... 20,000
----------
Total.................................................. $ 67,767
===========
</TABLE>
Item 26. Recent Sales of Unregistered Securities.
The Company issued and sold 569,000 shares of our common stock to
founders and private investors for cash consideration of and services
valued at $ 569,000. The Company paid 9,100 shares as commissions to
finders for referring investors to the Company. Other than the finders
fees none of the foregoing transactions involved any underwriters,
underwriting discounts or commissions, or any public offering. The
<PAGE> 15
Company has been advised that each transaction was exempt from the
registration requirements of the Securities Act by virtue of Section
4(2) thereof and Regulation D promulgated thereunder. The recipients in
such transaction represented their intention to acquire the securities
for investment only and not with a view to or for sale in connection
with any distribution thereof. Appropriate legends were affixed to
the share certificates issued in such transactions. All recipients
had adequate access, through their relationships with the Company, to
obtain information about the Company.
Details of the private sale of securities is set forth in the
Financial Statements at pages F6-F7.
Item 27. Exhibits.
Exhibit
No. Exhibit Name
3.1 Articles of Incorporation
3.2 By-laws
4.2 Specimen Common Stock Certificate
5.1 Opinion of Lance N. Kerr Law Office
10.1 Management Contract - Frank J. Weinstock
23.1 Consent of Jones, Jensen & Company, independent auditors
23.2 Consent of Lance. N. Kerr Law Office (included in Exhibit 5.1)
27.1 Financial Data Schedule
ARTICLES OF INCORPORATION
FOR
STRATEGIC PARTNERS, INC.
THE UNDERSIGNED person, acting as incorporators under applicable
provisions of the Wyoming Business Corporation Act, does hereby adopt the
following Articles of Incorporation for said corporation.
ARTICLE I
NAME
The name of the corporation is STRATEGIC PARTNERS, INC.
ARTICLE II
DURATION
The duration of the corporation is perpetual.
<PAGE> 15
ARTICLE III
PURPOSES
The specific purpose for which the corporation is organized is to conduct
financial activities in the general marketplace and consulting services in
assisting private companies to gain access to the equity markets, in addition
to all other business conduct of whatever nature and description.
(a) To engage in any and all activities as may be reasonably related
to the foregoing and following purposes.
(b) To enter into leases, contracts and agreements, to open bank
accounts and to conduct financial transactions.
(c) To engage in any all other lawful purposes, activities and pursuits,
which are substantially similar to the foregoing, or which would contribute to
accomplishment of the expressed purposes of the corporation.
(d) To change its primary business purpose from time to time as may be
deemed advisable by the Board of Directors.
(e) To engage in any other lawful business authorized by the laws of
Wyoming or any other state or other jurisdiction in which the corporation may
be authorized to do business.
ARTICLE IV
CAPITAL
The corporation shall have authority to issue Ten Million (10,000,000)
common shares, one mil (.001) par value. There shall be only one class of
authorized shares, to wit: common voting stock. The common stock shall have
unlimited voting rights provided in the Wyoming Business Corporation Act.
None of the shares of the corporation shall carry with them the
pre-emptive right to acquire additional or other shares of the corporation.
There shall be no cumulative voting of shares.
ARTICLE V
INDEMNIFICATION AND NUMBER OF DIRECTORS
No shareholders or directors of the corporation shall be individually
liable for the debts of the corporation or for monetary damages arising from
the conduct of the corporation. The corporation shall consist of no less
than two (2) officers and directors and no more than nine (9) officers and
directors.
ARTICLE VI
BY-LAWS
Provisions for the regulation of the internal affairs of the corporation
not provided for in these Articles of Incorporation shall be set forth in
the By-Laws.
ARTICLE VII
RESIDENT OFFICE AND AGENT
The address of the corporation's initial resident office shall be 2123
Pioneer Ave. Cheyenne, Wyoming 82001. The corporation's initial registered
agent at such address shall be National Corporate Research, Ltd.
I hereby acknowledge and accept appointment as corporation registered
agent:
<PAGE> 16
National Corporate Research, Ltd.
By: /s/ Tricia Yawata
ARTICLE VIII
INCORPORATORS
The identity and address of the incorporators are:
Frank J. Weinstock (President)
3525 Sunset Lane
Hollywood Beach, CA. 93035
David G. Lilly (Secy/Treas)
8833 Sunset Blvd., Ste. 200
West Hollywood, CA 90069
The aforesaid incorporators shall be the initial Directors of the
corporation and shall act as such until the corporation shall have conducted
its organizational meeting or until one or more successors shall have been
elected and accepted their election as directors of the corporation.
/s/ Frank J. Weinstock
_________________________
Frank J. Weinstock, Pres.
/s/ David G. Lilly
__________________________
David G. Lilly, Secy/Treas
IN WITNESS WHEREOF, Frank J. Weinstock and David G. Lilly have executed
these Articles of Incorporation in duplicate this 25th day of Sept., 1998 and
say
That we are the incorporators herein; that we have read the above and
foregoing Articles of Incorporation; that I know the contents thereof and
that the same is true to the best of our knowledge and belief,
excepting as to matters herein alleged on information and belief, and as to
those matters we believe them to be true.
/s/ Frank J. Weinstock
___________________________
Frank J. Weinstock, Pres.
/s/ David G. Lilly
___________________________
David G. Lilly, Secy/Treas
<PAGE> 17
BY-LAWS
OF
STRATEGIC PARTNERS, INC.
________________________________
ARTICLE I - OFFICES
Section 1. Principal Office. The principal office of the
corporation in the State of California shall be 3525 Sunset Lane, Oxnard,
CA 93035. The officer in charge thereof is Frank J. Weinstock.
Section 2. Other Offices. The corporation may have such other
offices within or without the state as the board of directors may from time
to time designate.
ARTICLE II - STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders
shall be held at the corporate office on the third Friday of January each
year beginning in 1999, at the hour of 10:00 a.m., or at such other time
as may be fixed by the board of directors, for the purpose of electing
directors and for the transaction of such other business as may come before
the meeting. If the election of directors shall not be held on the day
designated herein for the annual meeting or at any adjournment thereof,
the board of directors shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as may be convenient.
Section 2. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the president or by any director, and shall be called by the
president at the written request of fifteen percent (15%) of all outstanding
shares of the corporation entitled to vote at the meeting. Unless requested
by stockholders entitled to cast a majority or all the votes entitled to be
cast at the meeting, a special meeting need not be called to consider any matter
which is substantially the same as a matter voted on at any meeting of
stockholders held during the preceding twelve months.
Section 3. Place of Meeting. The board of directors may designate
any place, either in the State of Wyoming or elsewhere, as the place of any
annual or special meeting of stockholders.
Section 4. Notice of Meeting. Written notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise
prescribed by statute, be delivered not less than ten (10) nor more than
fifty (50) days before the meeting, either personally or by mail, to each
stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered ten days (10) after it has been
<PAGE> 18
deposited in the United States Mail, addressed to the stockholder
at his address as it appears on the share registry of the corporation, with
postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For
any purpose requiring identification of shareholders, the record date shall be
established by the board of directors, and shall not be more than
twenty (20) days from the date on which any such purpose is to be
accomplished. Absent a resolution establishing any such date, the
record date shall be deemed to be the date on which any such action
is accomplished.
Section 6. Voting List. The corporation shall maintain a stock
ledger which contains:
(1) The name and address of each stockholder.
(2) The number of shares of stock of each class which the
stockholder holds. The stock ledger shall be in written form and available for
visual inspection. The original or a duplicate of the stock ledger shall be
kept at the principal office of the corporation.
Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be presented or
represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. The stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to reduce the number of
stockholders present to less than a quorum.
Section 8. Proxies. At all meetings of stockholders, a stockholder
may vote in person or by proxy executed in writing by the stockholder or by
his duly authorized attorney in fact. Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting. A proxy
shall be void one year after it is executed unless it shall, prior to the
expiration of one year, have been renewed in writing. All proxies shall be
revocable.
Section 9. Voting of Shares. Each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of stockholders.
Section 10. Informal Action by Stockholders. Any action required
or permitted to be taken at a meeting of the stockholders, except matters as to
which dissenting stockholders may hold a statutory right of appraisal, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by a majority of the stockholders entitled to vote with
respect to the subject matter thereof. Notice of any such action shall be
provided to stockholders in the manner set forth in Section 4 of these
<PAGE> 19
By-laws, within ten (10) days of the effective date of the action.
Section 11. Cumulative Voting. There shall be no cumulative voting
of shares.
Section 12. Removal of Directors. At a meeting called expressly
for that purpose, directors may be removed with or without cause, by a vote of
the holders of a majority of the shares entitled to vote at an election
of directors.
ARTICLE III - DIRECTORS
Section 1. Number. The business and affairs of this corporation
shall be managed by its Board of Directors, which may be no less than two (2)
nor more than nine (9) in number. The Board of Directors may determine the
exact number of directors from time to time, which action shall be ratified at
the next annual meeting of shareholders. The directors need not be residents
of this state or stockholders in the corporation. They shall be elected by
the stockholders at the annual meeting of stockholder of the corporation.
Each director shall be elected for the term of one (1) year, and until his
successor shall have been elected and accepted his election to the Board in
writing. If a vacancy occurs on the Board of Directors between annual
meetings of shareholders or as a result of changing the number of Directors,
the Directors may elect a Director to fill the vacancy by electing the
necessary Director. Such a Director shall serve until the next annual
meeting of shareholders.
Section 2. Change in Number. The number of directors may be
increased or decreased from time to time by the vote of a majority of the
outstanding shares of the corporation.
Section 3. Regular meetings. A regular meeting of the board of
directors shall be held without any notice other than this by-law immediately
after, and at the same place as, the annual meeting of stockholders. The
board of directors may provide, by resolution, the time and place for the
holding of additional regular meetings without notice other than such
resolution.
Section 4. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any director.
The person or persons calling any such meeting may fix the time and place
of the meeting.
Section 5. Notice. Notice of any special meeting shall be given at
least five (5) days previously thereto by written notice delivered personally,
mailed or delivered by fax to each director at his business address. Notices
shall be deemed to have been delivered when transmitted personally or
by fax, and two days after mailed. Any director may waive notice of any
meeting so long as such waiver is in writing. The business to be conducted at
any special meeting need not be specified in the notice.
<PAGE> 20
Section 6. Quorum. A majority of the duly elected board of
directors shall constitute a quorum of the board of directors for the
transaction of business at any meeting of the board of directors.
Section 7. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act
of the board of directors.
Section 8. Informal Action by Directors. Action consented to by a
majority of the board of directors without a meeting is nevertheless board
action so long as (a) a written consent to the action is signed by all
the directors of the corporation and (b) a certificate or resolution detailing
the action taken is filed with the minutes of the corporation. Any one or
more directors may participate in any meeting of the board of directors by
means of conference telephone or other similar communications device which
permits all directors to hear the comments made by the others at the meeting.
Section 9. Executive and other Committees. The board of directors
may, from time to time, as the business of the corporation may demand,
delegate its authority to committees of the board of directors under such
terms and conditions as it may deem appropriate. The appointment of any such
committee, the delegation of authority to it or action by it under that
authority does not constitute of itself, compliance by any director not a
member of the committee, with the standard provided by statute for the
performance of duties of directors.
Section 10. Compensation. By resolution of the board of directors,
each director may be paid his expenses, if any, of attendance at each meeting
of the board of directors, and may be paid a stated salary as director
or a fixed per diem for attendance at each such meeting of the board of
directors, or both. No such payments shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
Section 11. Presumption of Assent. A director of the corporation
who is present at a meeting of the board of directors at which action on any
corporate action is taken shall be presumed to have assented to the action
taken unless he shall announce his dissent at the meeting and his dissent is
entered in the minutes and he shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting.
Section 12. Certificates of Resolution. At any such time as there
shall be only one duly elected and qualified director, actions of the
corporation may be manifest by the execution by such director of a Certificate
of Resolution specifying the corporate action taken and the effective date of
such action.
ARTICLE IV - OFFICERS
Section 1. Number. Officers of the corporation shall be a
president and a secretary, each of whom shall be elected by the board of
directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the board of directors. Any two
or more offices may be held by the same person, except that no officer may
<PAGE> 21
act in more than one capacity where action of two or more officers is
required by law.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors after each
annual meeting of the stockholders. Each officer shall hold office for a
period of one (1) year and until his successor shall have been duly elected
and shall have accepted his election as an officer
of the corporation in writing.
Section 3. Removal. Any officer or agent may be removed by the
board of directors whenever in its judgment, the best interests of the
corporation will be served thereby. Election to an office in the corporation
shall not create any contractual right of any type or sort in the person
elected.
Section 4. Vacancies. A vacancy in any office may be filled by the
board of directors for the unexpired portion of the term.
Section 5. President. The president shall be a director of the
corporation and shall be the principal executive officer of the corporation,
and subject to the control of the board of directors, shall in general
supervise and control all of the business and affairs of the corporation.
The president shall have authority to institute or defend legal proceedings
when the directors are deadlocked. He shall, when present, preside at all
meetings of the stockholders and of the board of directors. He may sign,
with the secretary or any other proper officer of the corporation thereunto
authorized by the board of directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the board of directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the board
of directors or by these by-laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of president
and such other duties as may be prescribed by the board of directors from
time to time.
Section 6. Secretary. The secretary shall: (a) keep the minutes of
the proceedings of the stockholders and of the board of directors in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law;
be custodian of the corporate records and of the seal of the corporation,
if any; (d) keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder; (e) sign, with
the president, certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the board of directors; (f)
have general charge of the stock registry of the corporation; (g) have charge
and custody of and be responsible for all funds and securities of the
corporation; (h) Receive and give receipts for moneys due and payable to the
corporation and deposit all such moneys in the name of the corporation in such
bank accounts as may be established for that purposed; and (i) in general,
perform all duties incident to the office of secretary, as well as such duties
as generally required upon treasurers of corporations.
Section 7. Salaries. The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
<PAGE> 22
from receiving such salary by reason of the fact that he is also a director
of the corporation.
ARTICLE V - INDEMNIFICATION OF DIRECTORS
AND OFFICERS OF THE CORPORATION.
Section 1. Indemnification. The corporation shall indemnify any
person who was or is a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director
or officer of the corporation, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, without more, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may authorize any
officer or officers or agents to enter into any contract or execute and
deliver any instrument, including loans, mortgages, checks, drafts, deposits,
deeds and documents evidencing other transactions, in the name of the
corporation. Such authority may be general or confined to specific instances.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing
shares of the corporation shall be in the form approved in the organizational
resolutions of the corporation. They shall be signed by the president and
secretary of the corporation. Each certificate shall be consecutively
numbered or otherwise identified. The name and address of the person to whom
the shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on each certificate and on the stock registry of
the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except in the case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms of indemnity to
the corporation as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock registry of the corporation by
the holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary
<PAGE> 23
of the corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on
the books of the corporation shall be deemed by the corporation to be the
owner thereof for all purposes.
ARTICLE VIII - FISCAL YEAR
Section 1. The fiscal year of the corporation shall expire on the
31st day of December of each year.
ARTICLE IX - CORPORATE SEAL
Section 1. Use of the corporate seal adopted by the board of
directors shall be optional with the officer or agent of the corporation
signing any document on behalf of the corporation. No duly executed
corporate document shall be void because it does not bear the imprint of a
seal.
ARTICLE X - WAIVER OF NOTICE
Section 1. Whenever any notice is required to be given to any
stockholder or director of the corporation under these By-laws, by provisions
of the Articles of Incorporation, or by the statutes of the State of
Wyoming, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
Section 1. The board of directors shall have the power to make,
alter and repeal by-laws; but by-laws made by the board may be altered
or repealed, or new by-laws made, by the stockholders.
ADOPTED by order of the directors of the corporation on September
25, 1998.
STRATEGIC PARTNERS, INC.
/s/ Frank J. Weinstock
_________________________
Frank J. Weinstock, Director
/s/ David G. Lilly
_________________________
David G. Lilly, Director
<PAGE> 24
Number ----- Shares -------------
(Logo)
Incorporated under the laws of the State of Wyoming
on September 25, 1998
COMMON
STRATEGIC PARTNERS, INC.
Total authorized issue 10,000,000 common shares (par value $ .001)
This Certifies That ------------------- is the owner of --------------
fully paid and non-assessable shares of the common stock of the
above named corporations transferrable only on the books of the
corporation by the holder hereof in person or by duly authorized
Attorney upon surrender of this certificate properly endorsed.
In witness whereof, the said corporation has caused this certificate to be
signed by its duly authorised officers and its Corporate Seal to be
hereunto affixed . this ------------ day of -------------, -------------
/s/ Trish R. Francis
Secretary
(SEAL)
/s/ Frank J. Weinstock
President
[letterhead of Lance N. Kerr Law Office]
---- , 2000
Strategic Partners, Inc. .
3525 Sunset lane
Oxnard, CA 93035
Re: Registration Statement on Form SB-2
File No.
Ladies and Gentlemen:
<PAGE> 25
We have examined the Registration Statement on Form SB-2 originally
filed by Strategic Partners, Inc. (the "Company") with the Securities
and Exchange Commission (the "Commission") on January, 2000, as thereafter
amended or supplemented (the "Registration Statement"), in connection
with the registration under the Securities Act of 1933, as amended, of
300,000 shares of the Company's Common Stock (the "Shares"). As your
counsel in connection with this transaction, we have examined the
proceedings taken and we are familiar with the proceedings proposed
to be taken by you in connection with the sale and issuance of the Shares.
It is our opinion that, the issuance
of the Shares, when issued and sold in the manner described in
the Registration Statement, will be validly issued, fully paid and
nonassessable under the laws of the State of Wyoming.
We consent to the use of this Opinion as an exhibit to said Registration
Statement, and further consent to the use of our name wherever appearing
in said Registration Statement, including the prospectus constituting a
part thereof, and in any amendment thereto.
Very truly yours,
Law Office of Lance N. Kerr
EMPLOYMENT AGREEMENT
Chief Executive Officer
Agreement made, effective as of October 31, 1999 by and between
STRATEGIC PARTNERS, INC., a corporation duly organized and existing under
the laws of the State of Wyoming; hereinafter referred to as
employer, and FRANK J. WEINSTOCK, hereinafter referred to as employee.
In consideration of the mutual covenants and promises of the parties
to this agreement, and in consideration of the services rendered by
employee prior to the effective date of this agreement, employer and
employee agree as follows:
SECTION ONE
EMPLOYMENT
Employer employs employee as chief executive officer and employee
accepts such employment with employer, subject to the terms and
conditions of this agreement.
SECTION TWO
TERM OF EMPLOYMENT
This agreement and the employment under this agreement shall commence on
the effective date stated above, and continue until the end of the fifth
fiscal period of employer ending after the effective date of this
agreement.
SECTION THREE
DUTIES OF EMPLOYEE
Employer hereby employs employee as its Chief Executive Officer; employee
hereby accepts such employment. Employee shall perform the duties of Chief
Executive Officer subject to the general supervision and pursuant to the
orders, advice, and direction of the board of directors of employer. Employee
will at all times faithfully, industriously, and to best of his ability,
experience, and talents, perform all of the duties that may be
required of and from employee pursuant to the express and implicit terms of
this Agreement, to the reasonable satisfaction of employer. Employee shall
perform such other duties as are customarily performed by one holding
such position in other, same, or similar businesses or enterprises as that
engaged in by corporation, and shall also render such other and unrelated
services and duties as may be assigned to him from time to time by employer.
Employee will devote a sufficient amount of his time, energy, and skill
during regular and, if necessary, outside of, regular business hours to
such employment. Employee shall perform such services and act in such executive
capacity as the board of directors of employer shall direct. This Agreement
shall not act to bar employee from continuing any other business activities
or professions in which employee is engaged on the effective date of this
agreement nor from undertaking any new business activities or professions
as long as they do not conflict with the employer's business. During the
term of this Agreement, as set forth more specifically below, employee will
not engage in or provide services to businesses that compete with that of
employer nor take advantage of any business opportunity that rightfully
belongs to employer.
CONTRACT LABOR OPTION
To the extent permitted federal and state tax and employment laws,
employee shall have the right to direct employer to pay any or all of the
compensation due employee under this agreement to a viable business entity
owned and operated by employee. In this event such entity shall be deemed
employee's "employer" solely for purposes of computing, withholding, and
paying employee's federal and state taxes and related federal and state
employment charges for income paid by employer to employee under this
Agreement. Both the entity and the employee personally, shall guarantee
employee's performance under this Agreement in writing. None of
employee's other personal responsibilities or rights under this Agreement
shall terminate or be modified by virtue of such designation. Employee
and employer will cooperate with each other and promptly execute on demand,
any additional documents necessary to carry out the intent of this
provision. This provision is subject to the explicit condition that
either it does not result in additional expense to employer, or, if it
does, employer's board of directors approves such additional expense on
such terms and conditions as are reasonable.
SECTION FOUR
COMPENSATION
A. Employee's salary shall be at the rate of One Hundred Fifty Thousand
Dollars ($150,000.00) per year from the effective date of this agreement,
unless increased with the approval of employer's Board of Directors until
the end of the fifth fiscal period of employer ending after the effective
date of this agreement.
EMPLOYEE BENEFIT PLAN
Employee shall be entitled to participate in any qualified Profit-Sharing
Plan, Employee Stock Plan, Stock Bonus Plan and Pension Plan adopted or
implemented by employer. The administration, contributions, restrictions
and degree of employee participation shall be at the discretion of employer
with approval of employer's Board of Directors.
HEALTH CARE INSURANCE BENEFITS
Employer shall provide employee with Health Insurance Benefits for
employee and employee's partner. The administration, restrictions,
contributions, insurance carrier, extent of coverage, including, but
not limited to major medical, catastrophic medical, dental, ophthalmology,
and optometry, shall be at the discretion of employer with approval of
employer's Board of Directors. Health insurance benefits shall
terminate sixty days after the termination of this agreement.
SECTION FIVE
FAILURE TO PAY EMPLOYEE
The failure of employer to pay employee his or her salary as provided
in Section Four may, in employee's sole discretion be deemed a breach of
this agreement, and unless such breach is cured within thirty days after
written notice to employer, this employment agreement shall terminate,
including the non-competition provisions
of Sections Eight and Nine.
SECTION SIX
REIMBURSEMENT FOR EXPENSES
Employer shall reimburse employee for reasonable out-of-pocket
expenses that employee shall incur in connection with his services for
employer contemplated by this agreement, on presentation by employee of
appropriate vouchers and receipts for such expenses to employer.
SECTION SEVEN
TERMINATION
A. In the event Employee should die during the term of this Agreement
employer will pay all sums due and payable to employee under this Agreement,
including without limitation all of the compensation payable to employee
under this Agreement as if employee had not died or been terminated, to
employee's legal representative and thereafter to employee's heirs,
through a period ending Sixty days after employee's date of death. Said sums
shall be paid monthly. Employee shall be deemed not to be or to have been
in breach of this Agreement, and no payment shall be suspended, withheld
or interrupted for any reason.
B. Except as otherwise provided in this agreement, if employee fails
to perform or to comply with any material term or condition of this
agreement and does not undertake reasonable steps to cure such failure to
perform or comply, within Thirty days of receipt of written notice of such
failure to conform or comply, then this agreement may be terminated on
Sixty days' written notice to employee by employer. Such notice shall
specify the precise nature of the failure to perform or to comply, shall
contain reasonable suggestions for curing same and specifically warn
employee of the consequences of failure to cure within the thirty day
period. In the event of merger, acquisition or takeover of employer,
employer guarantees employee a position with the surviving,acquiring,
or ongoing entity that is similar or better in position, at the same or
better compensation, and under the same terms and conditions as are
otherwise set forth in this Agreement. If the holders of either the
common or the preferred stock of employer acquire and exercise the right
to choose a majority of the board of directors of employer and a
majority of the newly elected board of directors vote to terminate
such employment, it may be terminated upon Ninety days written notice
to employee, but only subject to the following terms and conditions:
all sums due and payable to employee under this Agreement, including
without limitation all of the compensation payable to employee under
this Agreement as if employee had not been terminated for employer's
first through fifth fiscal periods, commencing on the effective date
of this Agreement, shall be paid monthly to employee or such entity as
employee designates; employee shall be deemed not to be or to have been
in breach of this Agreement, no payment shall be suspended, withheld or
interrupted for any reason. Additionally, if employee has performed or
complied with all the material terms and conditions of this agreement,
the non-competition provisions of Sections Eight and Nine shall not apply.
C. If employee shall fail or be unable to perform the services
required under this agreement, because of any physical or mental infirmity,
other than death and such failure or inability shall continue for three
consecutive months, or for six months during any consecutive twelve-month
period, employer shall have the right to terminate this agreement ninety
days after delivering written notice of such termination to employee;
provided, however, that employee shall continue to receive his full
compensation under this agreement to the date of termination, in spite
of any such infirmity. The non-competition provisions of Sections Eight
and Nine shall continue in effect in spite of such termination of this
agreement, but if, after recovery from such infirmity as evidenced by
a medical certificate of a physician of employer, employer does not
choose to hire employee in some executive capacity, the non competition
provisions of Sections Eight and Nine, if still in effect, shall cease to
be operative.
SECTION EIGHT
NON-COMPETITION AFTER TERMINATION
Employee agrees that, in addition to any other limitation, for a period
of three years after the termination of his employment under this
agreement, except a termination caused by employer in violation of the
terms of this agreement, and unless otherwise specified in this agreement,
employee will not directly or indirectly engage in, or in any manner be
connected with or employed by any person, firm, corporation, or other
entity in competition with employer or engaged in manufacturing, advertising,
designing, promoting, selling, or providing fiscal, or other promotional
or consulting services to any person or entity engaged in a similar
business within the territories of the United States of America.
This provision may be modified in whole or in part, or waived, but only
in writing, by employer with approval of employer's Board of Directors.
SECTION NINE
SOLICITATION AFTER TERMINATION
Employee agrees that, in addition to any other limitation, for a period
of three years after the termination of his employment under this agreement,
except a termination caused by employer in violation of the terms of this
agreement, and unless otherwise specified in this agreement, employee will
not, on behalf of himself or on behalf of any other person, firm,
corporation, or other entity, call on any of the customers of employer,
or any of its affiliates or subsidiaries for the purpose of soliciting
and/or providing to any of such customers any manufacturing,
advertising, designing, promoting, selling, fiscal, or other promotional
or consulting services, nor will he, in any way, directly or indirectly,
for himself , or on behalf of any other person, firm, corporation, or
other entity solicit, divert, or take away any customer of employer,
its affiliates or its subsidiaries. This provision may be modified in
whole or in part, or waived, but only in writing, by employer with
approval of employer's Board of Directors.
SECTION TEN
USE OF CONFIDENTIAL INFORMATION
Employee agrees that, in addition to any other limitation contained
in this agreement, regardless of the circumstances of the termination
of employment, he will not communicate to any person, firm, corporation, or
other entity any information relating to customer lists, prices, design or
details relating to finished products of whatever nature and description
as it relates to the employers business; to include, drawings,
specifications and processes, nor employer's proprietary and trade secrets,
advertising, nor any confidential knowledge or secrets that
employee might from time to time acquire with respect to the business
of the employer, or any of its affiliates or subsidiaries.
SECTION ELEVEN
INJUNCTIVE RELIEF
Employee hereby acknowledges that the services to be rendered under
this agreement are of a unique, special, and extraordinary character
that would be difficult or impossible for employer to replace, and by
reason of such difficulty, employee hereby agrees that for violation of
any of the provisions of this agreement, employer shall, in addition to
any other rights and remedies available under this agreement, at law or
otherwise, be entitled to an injunction to be issued by any court of
competent jurisdiction enjoining and restraining employee from committing
any violation of this agreement, and employee hereby consents to the
issuance of such injunction.
SECTION TWELVE
COMMUNICATIONS TO EMPLOYER
A. From the time this agreement commences until the termination of
this agreement, employee shall communicate and channel to employer all
knowledge, business, and customer contacts and any other matters of
information that could concern or be in any way beneficial to the business
of employer, whether acquired by employee before or during the term of
this agreement; provided, however, that nothing under this agreement shall
be construed as requiring such communications where the information is
lawfully protected from disclosure as a trade secret of a third party.
B. Any such information communicated to employer as stated above
shall be and remain the property of employer, in spite of the
subsequent termination of this agreement.
SECTION THIRTEEN
TERMINATION BY EMPLOYEE
If employer shall cease conducting its business, take any action
looking toward its dissolution or liquidation, make an assignment for
the benefit of its creditors, admit in writing its inability to pay
its debts as they become due, file a voluntary or be the subject of
an involuntary petition in bankruptcy, or be the subject of any state
or federal insolvency proceeding of any kind, then the employee may,
in his sole discretion, by written notice to employer, terminate
his or her employment and employer hereby consents to the release of
employee under such circumstances and agrees that if employer ceases
to operate or to exist as a result of such event, the
non-competition and other provisions of Sections Nine through
Eleven of this agreement shall terminate.
SECTION FOURTEEN
BINDING EFFECT
This agreement shall be binding on and shall inure to the benefit
of any successor or successors of employer and the personal
representatives of employee.
SECTION FIFTEEN
LAW TO GOVERN CONTRACT
It is agreed that this agreement shall be governed by, construed,
and enforced in accordance with the laws of the State of California.
SECTION SIXTEEN
ENTIRE AGREEMENT
This agreement shall constitute the entire agreement between
the parties and any prior understanding or representation of any
kind preceding the date of this agreement shall not be binding upon
either party except to the extent incorporated in this agreement.
SECTION SEVENTEEN
MODIFICATION OF AGREEMENT
Any modification of this agreement or additional obligation
assumed by either party in connection with this agreement shall be
binding only if evidenced in writing signed by each party or an
authorized representative of each party.
SECTION EIGHTEEN
NO WAIVER
The failure of either party to this agreement to insist upon the
performance of any of the terms and conditions of this agreement,
or the waiver of any breach of any of the terms and conditions of
this agreement,shall not be construed as thereafter waiving any
such terms and conditions, but the same shall continue and remain
in full force and effect as if no such forbearance or waiver had occurred.
SECTION NINETEEN
ATTORNEY FEES
In the event that any action is filed in relation to this agreement,
or any dispute between employer or its assigns and successors in
interest, and employee and his heirs assigns and successors in interest,
arises out of the subject matter of this agreement, the parties hereby
waive any provision of applicable law entitling any party to any
attorney's fees and costs and hereby specifically agree that each
party shall bear their own attorney's fees and costs.
SECTION TWENTY
NOTICES
Except as otherwise provided herein, any notice provided for or
concerning this agreement shall be in writing and shall be deemed
sufficiently given when sent by certified or registered mail if
sent to the respective address of each party as set forth in the
official records of the corporation.
In witness whereof, each party to this agreement has caused
it to be executed at Ventura County, California on the date indicated below.
DATED: OCTOBER 31, 1999
Employer
STRATEGIC PARTNERS, INC.
By:____/s/ Gerald Bench_________________________
Gerald Bench, Chief Financial Officer
Attest:___/s/ Trish R. Francis___________________________
Trish R. Francis, Secy.
[Seal]
Employee
By /s/ Frank J. Weinstock
Frank J. Weinstock
[Letterhead of Jones, Jensen & Company, LLC]
CONSENT OF INDEPENDENT AUDITORS'
Board of Directors
Strategic Partners, Inc.
Oxnard, California
We hereby consent to the use in this Registration Statement of Strategic
Partners, Inc. on the amended Form SB-2, of our report dated December 21,
1999 of Strategic Partners, Inc. for the year ended December 31, 1998
and for the ten months ended October 31, 1999, which are part of this
Registration Statement, and to all references to our firm included
in this Registration Statement.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
March 9, 2000
<PAGE> 26
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CORPORATIONS FORM SB-2
FOR THE 10 MONTHS ENDED OCTOBER 31, 1999, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 10 MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> OCT-31-1999
<CASH> 14,024
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT ASSETS> 14,024
<PP&E> 0
<DEPRECIATION> 0
<TOTAL ASSETS> 14,024
<CURRENT-LIABILITIES> 38,058
<BONDS> 0
0
0
<COMMON> 569,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 14,024
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL COSTS> (319,344)
<OTHER EXPENSES> 0
<LOSS PROVISION> 0
<INTEREST EXPENSE> 0
<INCOME PRETAX> 0
<INCOME-TAX> 0
<INCOME CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (319,344)
<EPS-BASIC> (.91)
<EPS-DILUTED> (.91)
<PAGE> 27
