<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form For Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934
EXECUTIVE HELP SERVICES, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE 88-0420405
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
13370 Kirkham Way, Poway, CA 92064
(Address of principal Executive Offices) (Zip Code)
(619)692-2571 (858) 513-6530
(Issuer's Telephone Number) (Issuer's Facsimile Number)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- -------------------------------- --------------------------------------
- -------------------------------- --------------------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock - .001 Par Value
-----------------------------
(Title of Class)
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PART 1
ITEM 1
DESCRIPTION OF THE BUSINESS
BUSINESS DEVELOPMENT
Form And Year Of Organization
Executive Help Services, Inc. was incorporated in Delaware on May 31, 1994 for
the purpose of developing an Internet web site that would offer professional
space planning and design of modular office furniture, pricing information, and
direct ordering capabilities for the modular office systems purchaser. During
1997, the Company received its initial funding through the sale of common stock
to investors. From inception until June 1999, the Company had no material
operating activities. Management delayed implementation of the Company's
business plan in order to complete contractual obligations for another business
which Management controlled and owned. In June 1999, Management decided to
modify its original concept to capitalize on currently available Internet
features designed to reach a broader user base and seek necessary capital in
order that they could begin developing the Company's Internet site business.
Any Bankruptcy, Receivership, Or Similar Proceeding
There have been no bankruptcy, receivership or similar proceedings.
Any Material Reclassification, Merger, Consolidation, Or Purchase Or Sale Of A
Significant Amount Of Assets Not In The Ordinary Course Of Business
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
BUSINESS OF THE COMPANY
Principal Products Or Services And Their Markets
The Company intends to become a primary office furnishings e-commerce web site
for businesses ranging in size from office-in-home to the largest corporate
fixed asset customers. This web site, "www.modularoffice.com", will provide
buyers with all of their office furniture purchasing needs, including modular
furniture and accessories such as space dividers, lamps, tables, artwork, and
chairs. In addition, the web site will provide advisors to assist in planning
and design of new office space or remodeling of existing space. Office
furnishings customers will be able to select from all major office furniture
product lines and manufacturers and specify pricing through their individual
budget parameters. Information on the Company's web site will feature easy to
use interfaces and links. Full color three dimensional images of all available
modular furnishings and fabrics will be used to help ensure customers are
satisfied that the actual furnishings they will receive will look
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like the visual images on the web site. Interactive features will allow users to
add and manipulate selected furniture styles, colors, and fabrics within a
layout to enable them to "see" the office that they design. The web site will
also allow the user to download layouts for presentation. The underlying
strategy of this site will be to layer multiple pages of progressively more
detailed information that will enable users to browse through furnishings from
multiple manufacturers and determine the product, design and pricing that best
fits their needs, as well as finalize the purchase and arrange for delivery,
assembly and placement of furniture and workstations, all without having to
leave the office. This will combine the selection and availability of a retail
company with the design support, service and customizing solutions of a contract
furniture dealer in an on-line format available 24 hours a day. Each level of
the web site will have interactive features and horizontally integrated pages
and links to provide quicker search access.
The Company will design and maintain its web site in a format combining varied
levels of available modular furnishings with interactive features to maintain
the user's attention. This format is designed to allow the Internet user to find
modular furnishings from various manufacturers at one web site that ranges from
casual browsers to executives designing and planning work space requirements
from the ground up. As this is not currently available on the Internet at any
one site, Internet users seeking this information must spend more time in
multiple web site searches with no assurance that they will find what they are
looking for, and when they do find web sites, no assurance that they will find
the product or services they seek. Through the web site the Company will offer
features and services such as:
Professional space planning, reviewing and evaluating floor plans,
space allocations, adjacency needs and circulation requirements;
Furniture layout including work station placement, lighting, electrical
connections, telephone outlets and computer stations using block plans
and two dimensional floor plans;
AUTOCAD drawings - two dimensional drawings translated into three
dimensional layouts as well as Giza enhanced software to promote
functional design and workflow;
A full range of new and refurbished modular office products including
workstations, panel systems, desks, seating and filing products;
For large commercial jobs, on-site inspection prior to installation;
Existing modular system reconfiguration - "move consultants"
communicating with all trades to ensure successful reconfiguration or
relocation within customers' time and budget constraints;
Service and repair of furniture - offering yearly service contracts for
the maintenance, re- configuration or repair of modular furnishings;
Assessment and valuation services, computer aided inventory,
specialized storage and handling of furniture and workstations,
assistance with all areas of shipping and receiving, and relocation
services;
Liquidation services for used furniture when being replaced with new
orders placed through the Website, as well as furniture/freight
pick-up.
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For large commercial customers, the Company's business plan includes on-site
installation of modular furnishings after the products are drop-shipped to the
customer's site. Utilizing a quality checklist to ensure the quality of the
product and the accuracy of installation, the installers will work with the
customer, offering flexible hours to conform to each customer's needs. In
Management's experience, many companies prefer the installation be completed
during night or weekend hours to minimize productivity disruptions. In the
largest multi-office installations, extra work crews may be temporarily added to
complete the installation in the shortest period of time. All installation work
will be performed by subcontract installation companies that are familiar to
Management through installation service contracts during the last five years.
Based upon Management's experience in the delivery and installation of modular
office furniture, the size and nature of the market is diverse and continues to
grow at a steady rate. It is composed of consumers ranging from the home office
to large multi-location corporations, as well as educational and health-care
institutions. Factors driving the growth in this market include practicality and
efficiency of the modular office system, cost of space, space utilization and
maximum occupancy loads, thereby reducing building lease costs, and recent ADA
rules and regulations pertaining to the ergonomic adjustments and functionality
of employees. Management has witnessed and participated in the market migration
from "brick and mortar" office furniture dealers to Internet web site product
purchase and delivery methods. Use of the Internet for product research is being
driven by growth in the penetration of computers into the office and home and
the acceptance of the Internet as a purchasing tool.
The Company has a current business plan which proposes to utilize its founders'
backgrounds to develop its web site from its current development status into a
mature site providing unique services and modular office products. The business
plan requires the Company during the first six months to file a Form 10-SB
registration statement with the SEC, obtain a listing on the NASD's Over the
Counter Electronic Bulletin Board, and raise capital of $2,500,000 through the
sale of common stock in a private placement. During the following six months
after raising capital, expend $50,000 for development costs of its web site
pages, $50,000 for one Webmaster programmer, $20,000 for one programmer, $50,000
for one marketing manager, $50,000 for two design and space planners, $15,000
for one office staff assistant, $100,000 for purchase of computers and fixed
assets, $500,000 for advertising, and $100,000 for rent and other operating
expenses.
Distribution Methods Of Products Or Services
The use of its on-line space planning, design and furniture layout would be
accessed after completing a short information query which would include
information regarding the user's company, address, basic requirements such as
furniture type, quantity, budget and timetable. The Company may generate minor
fees from manufacturers that place advertisements within its web site pages. The
Company's major source of revenue will be generated from sales of modular
furniture and installation fees. The purchased product would be drop-shipped to
the customer, or if it is a local installation, the product could be shipped to
the Company's warehouse.
The Company will utilize existing web pages, such as allofficefurniture.com, to
advertise their web site. The Company will also purchase "banner ads" on the web
pages of manufacturers and office product sites, such as Staples and Office
Depot. A recent survey by Andersen Consulting found that these banner ads are
more of a driving force behind purchases on the web than television or magazine
ads. Of the Internet users interviewed 25% said they went shopping on a Web site
after
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seeing a banner ad, compared with 14% of the users who said they clicked on
after seeing a television or magazine ad. Only 4% were drawn in by a radio
commercial. (The Wall Street Journal 11/24/99). Traditional advertising through
magazines and trade publications which cater to specific industries - building
contractors, interior designers, facilities managers and medical suppliers will
also be analyzed, as well as direct mail campaigns and trade shows.
Status Of Any Publicly Announced New Product Or Service
The Company has no new product or service planned or announced to the public.
Competitive Business Conditions And The Small Business Issuer's Competitive
Position In The Industry And Methods Of Competition
The size and financial strength of the Company's primary competitors,
allofficefurniture.com, office-furniture.net, gfoffice.com and
furnituresource.com are substantially greater than those of the Company. In
examining major competitors' web sites Management has concluded
allofficefurniture.com is the most interactive and broad based of the four, but
is strictly an advertising network, which sells no office furniture or services
of it's own. Office-furniture.net provides an overview of the company, without
providing in-depth information on its site. The web site has no interactive
features and requires the user to complete a form and be contacted by a staff
member. gfoffice.com is basically an online store for the furniture products
sold through their retail stores. The information these sites offer is of a
cursory nature with a minor amount of text, few pictures, and offer little or no
interactive or technical data. However, the Company's competitors have longer
operating histories, larger customer bases, and greater brand recognition than
the Company. Management is not aware of any significant barriers to the
Company's entry into the modular office furniture market, however, the Company
at this time has no market share of this market.
Sources And Availability Of Raw Materials And The Names Of Principal Suppliers
Management will provide the core information content used at the Company's web
site. Management will rely on their experience and knowledge in the design, sale
and installation of modular office furniture. While the Company has no current
contracts with modular furniture suppliers, Management is familiar with these
manufacturers and suppliers such as Steelcase, Hon, Omni, Herman Miller, Haworth
and All-Steel. Management feels that availability will not be a problem at any
time, since it is aware of over two hundred suppliers of quality office
products. In the area of used furniture, Herman Miller, Steelcase and Hayworth
are the three largest manufacturers, have been in business the longest, and have
the greatest availability of product, making those three companies the preferred
suppliers in that field. The Company will enter into agreements with
manufacturers and suppliers per its business plan after raising capital during
the first six months of its plan. All installation work will be performed by
subcontract installation companies that are familiar to Management through
installation service contracts during the last five years.
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Dependence On One Or A Few Major Customers
The Company intends to offer access to its web site home page free of charge to
Internet users. The Company's market is composed of consumers ranging from the
home office users to large multi-location corporations, as well as educational
and health-care institutions. The Company will not depend on any one or a few
major customers.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements Or
Labor Contracts, Including Duration
The Company owns its Internet domain name, "modularoffice.com", has applied for
U.S. trademark protection, and will setup its web site in the first quarter of
2000. The Company has no current plans for any additional registrations such as
patents, other trademarks, copyrights, franchises, concessions, royalty
agreements or labor contracts. The Company will assess the need for any
additional copyright, trademark or patent applications on an ongoing basis.
Need For Government Approval Of Principal Products Or Services
The Company is not required to apply for or have any government approval for its
products or services.
Effect Of Existing Or Probable Governmental Regulations On The Business
The Company is not currently subject to direct federal, state or local
regulation in the United States other than regulations applicable to businesses
generally or directly applicable to electronic commerce. However, because the
Internet is becoming increasingly popular, it is possible that a number of laws
and regulations may be adopted in the United States with respect to the
Internet. These laws may cover issues such as user privacy, freedom of
expression, pricing, content and quality of products and services, taxation,
advertising, intellectual property rights and information security. Furthermore,
the growth of electronic commerce may prompt calls for more stringent consumer
protection laws. Several states have proposed legislation to limit the use of
personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission has indicated that it
may propose legislation on this issue to Congress in the near future and has
initiated action against at least one online service regarding the manner in
which personal information was collected from users and provided to third
parties. The adoption of such consumer protection laws could create uncertainty
in Internet usage and reduce the demand for all products and services. The
Company does not provide customer information to third parties and, therefore,
does not anticipate any current or proposed legislation relating to online
privacy to directly affect its activities to a material extent.
The Company is not certain how its business may be affected by the application
of existing laws governing issues such as property ownership, copyrights,
encryption and other intellectual property issues, taxation, libel, obscenity
and export or import matters. The vast majority of those laws were adopted prior
to the advent of the Internet. As a result, they do not contemplate or address
the unique issues of the Internet and related technologies. Changes in laws
intended to address such issues could create uncertainty in the Internet
marketplace. That uncertainty could reduce demand
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for the Company's products or services or increase the cost of doing business as
a result of litigation costs or increased service delivery costs.
Estimate Of The Amount Spent During Each Of The Last Two Fiscal Years On
Research And Development Activities, And If Applicable The Extent To Which The
Cost Of Such Activities Are Borne Directly By Customers
The Company has not expended funds for research and development costs since
inception.
Costs And Effects Of Compliance With Environmental Laws
The Company has not expended any funds for compliance with environmental laws
and does not anticipate its business plan will encompass any such compliance
requirements.
Number Of Total Employees And Number of Full Time Employees
The Company's only current employees are its two officers who will devote as
much time as the board of directors determines is necessary to manage the
affairs of the Company. The officers intend to work on a full time basis when
the Company raises capital per its business plan. The Company's business plan
calls for hiring four new employees during the next twelve months.
Reports To Security Holders
The Company's bylaws do not require the Company to deliver an annual report to
its shareholders and the Company has not in the past provided an annual report
to its shareholders. The Company is voluntarily filing this Form 10-SB in order
to make its financial information equally available to any interested parties or
investors. The Company will be subject to the disclosure rules of Regulation S-B
for a small business issuer under the Securities Act of 1933 and the Securities
Exchange Act of 1934. The Company anticipates it will become subject to
disclosure filing requirements effective sixty days after the date the
Securities and Exchange Commission accepts its original Form 10-SB filing, and,
after that date, will be required to file Form 10-KSB annually and Form 10-QSB
quarterly. In addition, the Company will be required to file Form 8 and other
proxy and information statements from time to time as required.
The public may read and copy any materials the Company files with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450
Fifth Street, N. W., Washington D. C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with SEC.
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Risks
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur.
Despite Management's belief that the Company can effectively compete because of
its emphasis on its Internet niche presentation method of combining varied
levels of modular office furnishings with interactive features, the Company's
ability to succeed will depend upon a number of factors, including its ability
to secure funding through a private placement, assemble a large amount of data
and graphics, enhance its web site quickly enough to encourage users to utilize
the interactive features of the site, and develop a growing customer base to
provide revenues and profits for the Company.
The Company's long-term viability is substantially dependent upon the widespread
acceptance and use of the Internet as a medium for the purchase of modular
office furniture. Internet e-commerce companies are a recent sales model
development. There is no historic evidence that the e- commerce type of business
will be successful against competition from traditional business-to- business,
wholesale, or retail methods of selling products and services. The use of the
Internet for space planning, design layout and furniture purchasing is in a
development stage, and there can be no assurance that a sufficiently large
number of Internet users will choose the Internet as their primary medium to
purchase the Company's proposed services and products. Without sufficient
Internet customers or Internet based revenues, the Company would experience a
material adverse effect on the Company's business, financial condition,
operating results and cash flows.
The Company's performance and future operating results are substantially
dependent on the continued service and performance of its current Management.
The Company intends to hire a relatively small number of additional technical
and marketing personnel in the next year. Competition for such personnel is
intense, and there can be no assurance that the Company will be able to retain
its essential employees or that it will be able to attract or retain
highly-qualified technical and managerial personnel in the future. The loss of
the services of any of the Company's current Management or other key employees
or the inability to attract and retain the necessary technical, and marketing
personnel could have a material adverse effect upon the Company's business,
financial condition, operating results and cash flows.
The current officers, Mr. Crawford and Mrs. Crawford, are the sole officers and
directors of the company and have control in directing the activities of the
company. They are involved in other business activities and may, in the future,
become involved in additional business opportunities. If a specific business
opportunity becomes available, the officers and directors of the company may
face a conflict of interest. The Company has not formulated a plan to resolve
any conflicts that may arise. While the Company and its sole officers and
directors have not formally adopted a plan to resolve any potential or actual
conflicts of interest that exist or that may arise, they have verbally agreed to
limit their roles in all other business activities to roles of passive investors
and devote full time services to the Company after the Company raises capital of
$2,500,000 through the sale of securities through a private placement and is
able to provide officers' salaries per its business plan.
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur. Investors in the Company
should be particularly aware of the inherent risks
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associated with the Company's planned Internet business. These risks include a
lack of a proven market for the Company's Internet web site, lack of equity
funding, and the size of the Company compared to the size of its competitors.
Although Management intends to implement its business plan through the
foreseeable future and will do its best to mitigate the risks associated with
its business plan, there can be no assurance that such efforts will be
successful. Management has no liquidation plans should the Company be unable to
receive funding. Should the Company be unable to implement its business plan,
Management would investigate all options available to retain value for the
shareholders. Among the options that would be considered are: acquisition of
another product or technology, or a merger or acquisition of another business
entity that has revenue and/or long-term growth potential. However, there are no
pending arrangements, understandings or agreements with outside parties for
acquisitions, mergers or any other material transactions.
Year 2000 Disclosure
Computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of normal business activities.
The Company's Management has hands-on familiarity with all of the software that
will be utilized in its business plan and has confirmation from third party
suppliers that its proposed software is certified Year 2000 compatible for all
of its computing requirements. In addition, proposed suppliers of office
equipment for the Company's business plan have confirmed that embedded
technology systems such as micro processors in telephone systems and other
non-computer devices that have been or will be purchased per the Company's
business plan are already Year 2000 compatible. While the Company has made what
it believes to be adequate inquiries of its software suppliers as to Year 2000
compliance, there can be no guarantee that the software suppliers will be
adequately prepared for every possible contingent Year 2000 software problem,
which could have minor or material adverse effects on the Company's results of
operations. In a most likely worst case scenario of moderate software problems,
the Company may experience minor adverse cash flow effects based upon a moderate
length of time needed to correct software problems. The Company's contingency
plan in a most likely worst case scenario would be to rely upon their software
suppliers such as Microsoft to provide software corrections via Internet and
telephone support systems.
The technology focus of anticipated possible Year 2000 computer problems is
primarily in the first weeks of 2000. The Company's business plan directs the
purchase of computer equipment and software after the second quarter of 2000.
Management reasonably anticipates that its timing of computer equipment and
software purchases in mid-year 2000 will allow the Company to circumvent all
reasonably predictable Year 2000 computer and software problems.
ITEM 2
PLAN OF OPERATION
The Company's current cash balance is $7,554. Management believes the current
cash balance is sufficient to fund the current minimum level of operations
through the first quarter of 2000, however, in order to advance the Company's
business plan the Company must raise capital through the sale of equity
securities. To date, the Company has sold $7,900 in equity securities
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and used approximately $85 for licenses and fees, and $346 for office supplies
and postage. Sales of the Company's equity securities have allowed the Company
to maintain a positive cash flow balance.
The Company's business plan encompasses the following steps to implement its
Internet service business plan: after raising capital of $2,500,000 during the
first six months, expend $50,000 for development costs of its web site pages,
$50,000 for one Webmaster programmer, $20,000 for one programmer, $50,000 for
one marketing manager, $50,000 for two design and space planners, $15,000 for
one office staff assistant, $100,000 for purchase of computers and fixed assets,
$500,000 for advertising, and $100,000 for rent and other operating expenses.
Management has made initial progress in implementing its business plan by
registering its Internet domain name on the Internet, applying for U.S.
trademark protection, and plans to setup its web site in the first quarter of
2000. The Company will only be able to continue to advance its business plan
after it receives capital funding through the sale of equity securities. After
raising capital, Management intends to hire employees, rent commercial space in
San Diego, purchase furniture and equipment, and begin development of its web
site operations. The Company intends to use its equity capital to fund the
Company's business plan during the next twelve months as cash flow from sales is
not estimated to begin until year two of its business plan. The Company will
face considerable risk in each of its business plan steps, such as difficulty of
hiring competent personnel within its budget, longer than anticipated web site
programming, and a shortfall of funding due to the Company's inability to raise
capital in the equity securities market. If no funding is received during the
next twelve months, the Company will be forced to rely on its existing cash in
the bank and funds loaned by the directors and officers. The Company's officers
and directors have no formal commitments or arrangements to advance or loan
funds to the Company. In such a restricted cash flow scenario, the Company would
be unable to complete its business plan steps, and would, instead, delay all
cash intensive activities. Without necessary cash flow, the Company may be
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.
There are no current plans for additional product research and development. The
Company plans to purchase approximately $100,000 in furniture, computers,
software during the next twelve months from proceeds of its equity security
sales. The Company's business plan provides for an increase of four employees
during the next twelve months.
ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address is 13370 Kirkham Way, Poway, CA
92064. The principal executive office and telephone number are provided by an
officer of the corporation. The costs associated with the use of the telephone
and mailing address were deemed by management to be immaterial as the telephone
and mailing address were almost exclusively used by the officer for other
business purposes. Management considers the Company's current principal office
space arrangement adequate until such time as the Company achieves its business
plan goal of raising capital of $2,500,000 and then begins hiring new employees
per its business plan.
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ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - September 30,1999:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
- -------- ------- --------------- -------
<S> <C> <C> <C>
Common William Crawford 450,000 (a) 10%
13370 Kirkham Way
Poway, CA 92064
Common Bobbie Jo Crawford 450,000 (b) 10%
13370 Kirkham Way
Poway, CA 92064
Total Shares Owned by Officers & Directors
As a Group 900,000 20%
</TABLE>
(a) Mr. Crawford received 10,000 shares of the Company's common stock on
June 14, 1994 for administrative services and services related to the
Company's business plan. 440,000 shares of the Company's common stock
were issued to him per a 45 for 1 stock split on June 15, 1999.
(b) Mrs. Crawford received 10,000 shares of the Company's common stock on
June 14, 1994 for administrative services and services related to the
Company's business plan. 440,000 shares of the Company's common stock
were issued to her per a 45 for 1 stock split on June 15, 1999.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose one year terms
will expire 3/31/00, or at such a time as their successors shall be elected and
qualified are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
<S> <C> <C> <C> <C>
William Crawford 40 President, 6/14/94 3/31/00
13370 Kirkham Way Secretary,
Poway, CA 92064 Director
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Bobbie Jo Crawford 42 Treasurer, 6/14/94 3/31/00
13370 Kirkham Way Director
Poway, CA 92064
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
Resumes
William W. Crawford Jr., President, Secretary & Director
1994 - Current Owner and President/C.O.O. Installation Technology,
Inc. dba I-TEC. Office furniture installation
company specializing in project management, design,
specifications, customer product analysis an
procurement, installation, reconfiguration,
refurbishment and facility relocation.
Responsibilities include sales, personnel management
of a staff of 25 to 50 employees, marketing, and
customer relations.
Bobbie Crawford, Treasurer & Director
1994 - Current CFO/Controller Installation Technology, Inc., dba
I-TEC. Duties include all treasury and accounting
responsibilities for the Company's annual gross
revenue of $1,500,000, including Accounts
Receivable, Collections, Accounts Payable, Cash
Management, Payroll/Human Resources, Financial
Statement preparation, Budgets, and Tax Planning.
Responsibilities include supervision of accounting
staff of 5 employees.
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ITEM 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name & Year Salary Bonus Other Restricted Options LTIP All other
principle ($) ($) annual stock SARs Payouts compen-
position compen- awards ($) ($) sation ($)
sation ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W Crawford 1996 -0- -0- -0- -0- -0- -0- -0-
President 1997 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0- -0- -0-
B Crawford 1996 -0- -0- -0- -0- -0- -0- -0-
Director 1997 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
There are no current employment agreements between the Company and its executive
officers.
The Board agreed to pay Mr. Crawford for administrative services and services
related to the Company's business plan 10,000 shares of the Company's common
stock on June 14, 1994. The stock was valued at the price unaffiliated investors
paid for stock sold by the Company, $.10 per share. On June 15, 1999, 440,000
shares of the Company's common stock were issued to him per a 45 for 1 stock
split.
The Board agreed to pay Mrs. Crawford for administrative services and services
related to the Company's business plan 10,000 shares of the Company's common
stock on June 14, 1994. The stock was valued at the price unaffiliated investors
paid for stock sold by the Company, $.10 per share. On June 15, 1999, 440,000
shares of the Company's common stock were issued to her per a 45 for 1 stock
split.
The terms of these stock issuances were as fair to the Company, in the Board's
opinion, as could have been made with an unaffiliated third party.
The officers currently devote an immaterial amount of time to manage the affairs
of the Company. The Directors and Principal Officers have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration for key personnel based
upon such factors as positive cash flow to include stock sales, product sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $12,000 at each month end. When
positive cash flow reaches $12,000 at each month end and appears sustainable the
board of directors will readdress compensation for key personnel and enact a
plan at that time which will benefit the Company as a whole. At this time,
management cannot accurately estimate
13
<PAGE> 14
when sufficient revenues will occur to implement this compensation, or the exact
amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr.
Crawford, an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes.
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 20,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of Common Stock
have cumulative voting rights. Holders of shares of Common Stock are entitled to
share ratably in dividends, if any, as may be declared, from time to time by the
Board of Directors in its discretion, from funds legally available therefor. In
the event of a liquidation, dissolution, or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding Common Stock is, and the shares offered by the Company pursuant to
this offering will be, when issued and delivered, fully paid and non-assessable.
The Securities and Exchange Commission has adopted Rule 15g-9 which established
the definition of a "penny stock", for the purposes relevant to the Company, as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (i) sets forth the basis on which the
broker or dealer made the suitability determination; and (ii) that the broker or
dealer received a signed, written
14
<PAGE> 15
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading and about the commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company plans to file for trading on the OTC Electronic Bulletin Board which
is sponsored by the National Association of Securities Dealers (NASD). The OTC
Electronic Bulletin Board is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network which provides
information on current "bids" and "asks" as well as volume information.
As of the date of this filing, there is no public market for the Company's
securities. As of November 30, 1999, the Company had 75 shareholders of record.
The Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the Securities
Act for sale by security holders. There is no public offering of equity and
there is no proposed public offering of equity.
ITEM 2
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On June 14, 1994, the shareholders authorized the issuance of 10,000 shares of
common stock for services to each of the officers and directors of the Company
for a total of 20,000 Rule 144 shares. The Company relied upon Section 4(2) of
Securities Act of 1993, as amended (the "Act"). The Company issued the shares in
satisfaction of management services rendered to officers and directors, which
does not constitute a public offering.
15
<PAGE> 16
From the period of approximately March 1, 1997 until April 30, 1997, the Company
offered and sold 79,000 shares at $0.10 per share to non-affiliated private
investors. The Company relied upon Section 4(2) of the Securities Act of 1993,
as amended (the "Act"). Each prospective investor was given a private placement
memorandum designed to disclose all material aspects of an investment in the
Company, including the business, management, offering details, risk factors and
financial statements. Each investor also completed a subscription confirmation
letter and private placement subscription agreement whereby the investors
certified that they were purchasing the shares for their own accounts, with
investment intent and that each investor was either "accredited", or were
"sophisticated" purchasers, having prior investment experience or education, and
having adequate and reasonable opportunity and access to any corporate
information necessary to make an informed investment decision. This offering was
not accompanied by general advertisement or general solicitation and the shares
were issued with a Rule 144 restrictive legend.
Under the Securities Act of 1933 , all sales of an issuers's securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.
Rule 144 under the 1933 Act sets forth conditions which if satisfied, permit
persons holding control securities (affiliated shareholders, i.e., officers,
directors or holders of at least ten percent of the outstanding shares) or
restricted securities (non-affiliated shareholders) to sell such securities
publicly without registration. Rule 144 sets forth a holding period for
restricted securities to establish that the holder did not purchase such
securities with a view to distribute. Under Rule 144, several provisions must be
met with respect to the sales of control securities at any time and sales of
restricted securities held between one and two years. The following is a summary
of the provisions of Rule 144: (a) Rule 144 is available only if the issuer is
current in its filings under the Securities an Exchange Act of 1934. Such
filings include, but are not limited to, the issuer's quarterly reports and
annual reports; (b) Rule 144 allows resales of restricted and control securities
after a one year hold period, subjected to certain volume limitations, and
resales by non-affiliates holders without limitations after two years; ( c ) The
sales of securities made under Rule 144 during any three-month period are
limited to the greater of: (i) 1% of the outstanding common stock of the issuer;
or (ii) the average weekly reported trading volume in the outstanding common
stock reported on all securities exchanges during the four calendar weeks
preceding the filing of the required notice of the sale under Rule 144 with the
SEC.
On June 15, 1999, the Board of Directors authorized a forward stock split of 45
for 1 resulting in a total of 4,455,000 shares of common stock issued and
outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
16
<PAGE> 17
PART F/S
The audited financial statements of the Company for the years ended March 31,
1998 and 1999, and the period ended September 30, 1999 and related notes which
are included in this offering have been examined by Scott W. Hatfield, CPA, and
have been so included in reliance upon the opinion of such accountants given
upon their authority as an expert in auditing and accounting.
17
<PAGE> 18
EXECUTIVE HELP
SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
Financial Statements
and
Auditor's Report
September 30, 1999
and
March 31, 1999 and 1998
S.W. HATFIELD, CPA
certified public accountants
USE OUR PAST TO ASSIST YOUR FUTURE (SM)
<PAGE> 19
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-2
ANNUAL FINANCIAL STATEMENTS
Balance Sheets
as of September 30, 1999, March 31, 1999 and 1998 F-3
Statements of Operations and Comprehensive Income
for the six months ended September 30, 1999
and for the years ended March 31, 1999 and 1998 F-4
Statement of Changes in Stockholders' Equity
for the period from May 31, 1994 (date of inception)
through September 30, 1999 F-5
Statements of Cash Flows
for the six months ended September 30, 1999
and for the years ended March 31, 1999 and 1998 F-6
Notes to Financial Statements F-7
INTERIM FINANCIAL STATEMENTS
Balance Sheets
as of September 30, 1999 and 1998 F-9
Statements of Operations and Comprehensive Income
for the six and three months ended September 30, 1999 and 1998 F-10
Statements of Cash Flows
for the six months ended September 30, 1999 and 1998 F-11
Notes to Financial Statements F-12
</TABLE>
F-1
<PAGE> 20
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Executive Help Services, Inc.
We have audited the accompanying balance sheets of Executive Help Services, Inc.
(a Delaware corporation and a development stage company) as of September 30,
1999, March 31, 1999 and 1998 and the related statements of operations and
comprehensive income, changes in stockholders' equity and cash flows for the six
months ended September 30, 1999 and for each of the years ended March 31, 1999
and 1998, respectively. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated 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 audits 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Executive Help
Systems, Inc. (a development stage company) as of September 30, 1999, March 31,
1999 and 1998 and the related statements of operations, changes in stockholders'
equity and cash flows for the six months ended September 30, 1999 and for each
of the years ended March 31, 1999 and 1998, respectively, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.
/s/ S. W. HATFIELD, CPA
S. W. HATFIELD, CPA
Dallas, Texas
December 20, 1999
Use our past to assist your future sm
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
F-2
<PAGE> 21
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
BALANCE SHEETS
September 30, 1999, March 31, 1999 and 1998
<TABLE>
<CAPTION>
September 30, March 31, March 31,
1999 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash on hand and in bank $ 7,584 $ 7,885 $ 7,900
------------ ------------ ------------
TOTAL CURRENT ASSETS 7,584 7,885 7,900
------------ ------------ ------------
OTHER ASSETS
Organization costs, net of accumulated
amortization of approximately
$2,000, $1,933 and $1,533,
respectively - 67 467
------------ ------------ ------------
TOTAL OTHER ASSETS - 67 467
------------ ------------ ------------
TOTAL ASSETS $ 7,584 $ 7,952 $ 8,367
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ - $ - $ -
------------ ------------ ------------
TOTAL LIABILITIES - - -
------------ ------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock - $0.001 par value
20,000,000 shares authorized
4,455,000 shares issued and
outstanding, respectively 4,455 4,455 4,455
Additional paid-in capital 5,445 5,445 5,445
Accumulated deficit (2,316) (1,949) (1,533)
------------ ------------ ------------
TOTAL STOCKHOLDERS' EQUITY 7,584 7,951 8,367
------------ ------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 7,584 $ 7,951 $ 8,367
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 22
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Six months ended September 30, 1999 and
Years ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
Six months Year Year
ended ended ended
September 30, March 31, March 31,
1999 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
NET REVENUES $ - $ - $ -
OPERATING EXPENSES
General and administrative expenses 301 15 -
Amortization of organization expenses 67 400 400
------------ ------------ ------------
TOTAL OPERATING EXPENSES 368 415 400
------------ ------------ ------------
LOSS FROM OPERATIONS BEFORE INCOME TAXES (368) (415) (400)
INCOME TAX BENEFIT (EXPENSE) - - -
------------ ------------ ------------
NET LOSS (368) (415) (400)
OTHER COMPREHENSIVE INCOME - - -
------------ ------------ ------------
COMPREHENSIVE INCOME (LOSS) $ (368) $ (415) $ (400)
============ ============ ============
Loss per weighted-average
share of common stock outstanding
computed on Net Loss - basic and
fully diluted nil nil nil
============ ============ ============
Weighted-average number of
common shares outstanding 4,455,000 4,455,000 4,455,000
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 23
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period from May 31, 1994
(date of inception) through September 30, 1999
<TABLE>
<CAPTION>
Common Stock Additional
------------------------------- paid-in Accumulated
Shares Amount capital deficit Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ISSUANCE OF $0.00001 PAR
VALUE COMMON STOCK
TO FOUNDERS ON MAY 31, 1994 20,000 $ - $ 2,000 $ - $ 2,000
Net loss for the period - - - (333) (333)
------------ ------------ ------------ ------------ ------------
BALANCES AT MARCH 31, 1995 20,000 - 2,000 (333) 1,667
Net loss for the year - - - (400) (400)
------------ ------------ ------------ ------------ ------------
BALANCES AT MARCH 31, 1996 20,000 - 2,000 (733) 1,267
Net loss for the year - - - (400) (400)
------------ ------------ ------------ ------------ ------------
BALANCES AT MARCH 31, 1997 20,000 - 2,000 (1,133) 867
Sale of common stock
subject to a private
placement memorandum 79,000 1 7,899 - 7,900
Net loss for the year - - - (400) (8,700)
------------ ------------ ------------ ------------ ------------
BALANCES AT MARCH 31, 1998 99,000 1 9,899 (1,533) 467
Effect of change in par value
from $0.00001 per share
to $0.001 per share - 98 (98) - -
Net loss for the year - - - (415) (415)
------------ ------------ ------------ ------------ ------------
BALANCES AT MARCH 31, 1999 99,000 99 9,801 (1,948) 52
Effect of 45 for 1 stock split 4,356,000 4,356 (4,356) - -
Net loss for the period - - - (368) (368)
------------ ------------ ------------ ------------ ------------
BALANCES AT SEPTEMBER 30, 1999 4,455,000 $ 4,455 $ 5,445 $ (2,316) $ (316)
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 24
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
Six months ended September 30, 1999 and
Years ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
Six months Year Year
ended ended ended
September 30, March 31, March 31,
1999 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (368) $ (415) $ (400)
Adjustments to reconcile net loss to net
cash provided by operating activities
Amortization of organization costs 67 400 400
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (301) (15) -
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement of common stock - - 7,900
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES - - 7,900
------------ ------------ ------------
INCREASE (DECREASE) IN CASH (301) (15) 7,900
Cash at beginning of period 7,885 7,900 -
------------ ------------ ------------
CASH AT END OF PERIOD $ 7,584 $ 7,885 $ 7,900
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF INTEREST
AND INCOME TAXES PAID
Interest paid for the period $ - $ - $ -
============ ============ ============
Income taxes paid for the period $ - $ - $ -
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE> 25
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS
Executive Help Services, Inc. (Company) was incorporated on May 31, 1994 under
the laws of the State of Delaware. The Company was formed for the purpose of
developing an internet web site that would offer professional space planning and
design, pricing information and direct ordering of modular office furniture
systems.
During April 1997, the Company successfully sold an aggregate 79,000 shares of
restricted, unregistered common stock for gross proceeds of $7,900, pursuant to
a private placement memorandum to non-affiliated private investors. The Company
relied upon Section 4(2) of The Securities Act of 1933, as amended, for an
exemption from registration on these shares.
The Company's business plan has never been fully implemented and, accordingly,
has not commenced operations. The Company has been essentially dormant since
inception and is considered to be in the development stage. Accordingly, the
Company has had no substantial operations or substantial assets since inception.
Due to the lack of sustaining operations from inception, the Company is
considered in the development stage and, as such, has generated no significant
operating revenues and has incurred cumulative losses of approximately $2,300.
Accordingly, the Company may be dependent upon its current management and/or
significant stockholders to provide additional working capital to preserve the
integrity of the corporate entity during this phase. It is the intent of
management and significant stockholders to provide sufficient working capital,
if necessary, to support and preserve the integrity of the corporate entity.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Cash and cash equivalents
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
Cash overdraft positions may occur from time to time due to the timing of
making bank deposits and releasing checks, in accordance with the
Company's cash management policies.
F-7
<PAGE> 26
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
2. Organization costs
Organization costs, incurred at the initial capitalization of the Company,
were amortized over a sixty (60) month period using the straight-line
method.
3. Income taxes
The Company uses the asset and liability method of accounting for income
taxes. At September 30, 1999, March 31, 1999 and 1998, respectively, the
deferred tax asset and deferred tax liability accounts, as recorded when
material to the financial statements, are entirely the result of temporary
differences. Temporary differences represent differences in the
recognition of assets and liabilities for tax and financial reporting
purposes, primarily accumulated depreciation and amortization, allowance
for doubtful accounts and vacation accruals.
As of September 30, 1999, the Company has cumulative net operating loss
carryforwards totaling approximately $2,300 to offset taxable income in
future periods. Due to the provisions of Internal Revenue Code Section
338, the Company may have no net operating loss carryforwards available to
offset financial statement or tax return taxable income in future periods
in the event of a change in control involving 50 percentage points or more
of the issued and outstanding securities of the Company.
4. Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of September 30, 1999, March 31, 1999 and
1998, the Company has no outstanding warrants and options issued and
outstanding.
NOTE C - COMMON STOCK TRANSACTIONS
On December 8, 1998, the Company amended its Certificate of Incorporation to
change the par value of its common stock from $0.00001 per share to $0.001 per
share. The effect of this change is reflected in the accompanying financial
statements as of the first day of the first period presented.
On June 15, 1999, the Company's Board of Directors approved a 45 for 1 forward
stock split on the issued and outstanding shares of common stock. This action
caused the issued and outstanding shares to increase from 99,000 to 4,455,000.
The effect of this change is reflected in the accompanying financial statements
as of the first day of the first period presented.
During April 1997, the Company successfully sold an aggregate 79,000 shares of
restricted, unregistered common stock for gross proceeds of $7,900, pursuant to
a private placement memorandum to non-affiliated private investors. The Company
relied upon Section 4(2) of The Securities Act of 1933, as amended, for an
exemption from registration on these shares.
F-8
<PAGE> 27
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
BALANCE SHEETS
September 30, 1999 and 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
-------- -------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash on hand and in bank $ 7,584 $ 7,900
------- -------
TOTAL CURRENT ASSETS 7,584 7,900
------- -------
OTHER ASSETS
Organization costs, net of accumulated
depreciation of approximately $2,000
and 1,333, respectively - 667
------- -------
TOTAL ASSETS $ 7,584 $ 8,567
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ - $ -
------- -------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock - $0.001 par value,
20,000,000 shares authorized,
4,455,000 shares issued and outstanding, respectively 4,455 4,455
Additional paid-in capital 5,445 5,445
Accumulated deficit (2,316) (1,333)
------- -------
TOTAL STOCKHOLDERS' EQUITY 7,584 8,567
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,584 $ 8,567
======= =======
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
F-9
<PAGE> 28
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Six and Three months ended September 30, 1999 and 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Six months Six months Three months Three months
ended ended ended ended
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
------------ ------------ ------------ ------------
OPERATING EXPENSES
General and administrative expenses 301 - 245 -
Amortization of organization expenses 67 200 - 100
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 368 200 245 100
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS BEFORE INCOME TAXES (368) (200) (245) (100)
INCOME TAX BENEFIT (EXPENSE) - - - -
------------ ------------ ------------ ------------
NET LOSS (368) (200) (245) (100)
OTHER COMPREHENSIVE INCOME - - - -
------------ ------------ ------------ ------------
COMPREHENSIVE INCOME (LOSS) $ (368) $ (200) $ (245) $ (100)
============ ============ ============ ============
Loss per weighted-average
share of common stock outstanding
computed on Net Loss - basic and
fully diluted nil nil nil nil
============ ============ ============ ============
Weighted-average number of
common shares outstanding 4,455,000 4,455,000 4,455,000 4,455,000
============ ============ ============ ============
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
F-10
<PAGE> 29
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
Six months ended September 30, 1999 and 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Six months Six months
ended ended
September 30, September 30,
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (368) $ (200)
Adjustments to reconcile net loss to
net cash provided by operating activities
Amortization of organization costs 67 200
------ ------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (301) -
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES - -
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES - -
------ ------
INCREASE (DECREASE) IN CASH (301) -
Cash at beginning of period 7,885 7,900
------ ------
CASH AT END OF PERIOD $7,584 $7,900
====== ======
SUPPLEMENTAL DISCLOSURE OF INTEREST
AND INCOME TAXES PAID
Interest paid for the period $ - $ -
====== ======
Income taxes paid for the period $ - $ -
====== ======
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
F-11
<PAGE> 30
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS
Executive Help Services, Inc. (Company) was incorporated on May 31, 1994 under
the laws of the State of Delaware. The Company was formed for the purpose of
developing an internet web site that would offer professional space planning and
design, pricing information and direct ordering of modular office furniture
systems.
During April 1997, the Company successfully sold an aggregate 79,000 shares of
restricted, unregistered common stock for gross proceeds of $7,900, pursuant to
a private placement memorandum to non-affiliated private investors. The Company
relied upon Section 4(2) of The Securities Act of 1933, as amended, for an
exemption from registration on these shares.
The Company's business plan has never been fully implemented and, accordingly,
has not commenced operations. The Company has been essentially dormant since
inception and is considered to be in the development stage. Accordingly, the
Company has had no substantial operations or substantial assets since inception.
Due to the lack of sustaining operations from inception, the Company is
considered in the development stage and, as such, has generated no significant
operating revenues and has incurred cumulative losses of approximately $2,300.
Accordingly, the Company may be dependent upon its current management and/or
significant stockholders to provide additional working capital to preserve the
integrity of the corporate entity during this phase. It is the intent of
management and significant stockholders to provide sufficient working capital,
if necessary, to support and preserve the integrity of the corporate entity.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Cash and cash equivalents
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
Cash overdraft positions may occur from time to time due to the timing of
making bank deposits and releasing checks, in accordance with the
Company's cash management policies.
F-12
<PAGE> 31
EXECUTIVE HELP SERVICES, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
2. Organization costs
Organization costs, incurred at the initial capitalization of the Company,
were amortized over a sixty (60) month period using the straight-line
method.
3. Income taxes
The Company uses the asset and liability method of accounting for income
taxes. At September 30, 1999, March 31, 1999 and 1998, respectively, the
deferred tax asset and deferred tax liability accounts, as recorded when
material to the financial statements, are entirely the result of temporary
differences. Temporary differences represent differences in the
recognition of assets and liabilities for tax and financial reporting
purposes, primarily accumulated depreciation and amortization, allowance
for doubtful accounts and vacation accruals.
As of September 30, 1999, the Company has cumulative net operating loss
carryforwards totaling approximately $2,300 to offset taxable income in
future periods. Due to the provisions of Internal Revenue Code Section
338, the Company may have no net operating loss carryforwards available to
offset financial statement or tax return taxable income in future periods
in the event of a change in control involving 50 percentage points or more
of the issued and outstanding securities of the Company.
4. Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of September 30, 1999, March 31, 1999 and
1998, the Company has no outstanding warrants and options issued and
outstanding.
NOTE C - COMMON STOCK TRANSACTIONS
On December 8, 1998, the Company amended its Certificate of Incorporation to
change the par value of its common stock from $0.00001 per share to $0.001 per
share. The effect of this change is reflected in the accompanying financial
statements as of the first day of the first period presented.
On June 15, 1999, the Company's Board of Directors approved a 45 for 1 forward
stock split on the issued and outstanding shares of common stock. This action
caused the issued and outstanding shares to increase from 99,000 to 4,455,000.
The effect of this change is reflected in the accompanying financial statements
as of the first day of the first period presented.
During April 1997, the Company successfully sold an aggregate 79,000 shares of
restricted, unregistered common stock for gross proceeds of $7,900, pursuant to
a private placement memorandum to non-affiliated private investors. The Company
relied upon Section 4(2) of The Securities Act of 1933, as amended, for an
exemption from registration on these shares.
F-13
<PAGE> 32
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3(i) Articles of Incorporation Included
Exhibit 3(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Trademark Application Included
Exhibit 11 Statement re: computation of per share earnings See Financial Stmts.
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23 Consent of experts and counsel None
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Executive Help Services, Inc.
Date 12-29-99 By /s/ WILLIAM CRAWFORD
------------------------ ----------------------------------------
William Crawford, President, Sec. &
Director
Date 12-29-99 By /s/ BOBBIE JO CRAWFORD
------------------------ ----------------------------------------
Bobbie Jo Crawford, Treasurer & Director
18
<PAGE> 1
Page 1 Ex. 3(i)
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "EXECUTIVE HELP SERVICES, INC.", FILED IN THIS OFFICE ON THE
THIRTY-FIRST DAY OF MAY, A.D. 1994, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.
[SEAL] /s/ WILLIAM T. QUILLEN
--------------------------------------
William T. Quillen, Secretary of State
2407013 8100 AUTHENTICATION: 7136518
944097585 DATE: 06-01-94
<PAGE> 2
CERTIFICATE OF INCORPORATION
OF
EXECUTIVE HELP SERVICES, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation")
is called Executive Help Services, Inc.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, City of Dover, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Twenty Million (20,000,000), all of which are of a
par value of $.00001 dollars each. All such shares are of one class and are
shares of Common stock.
FIFTH: The name and the mailing address of the incorporator are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
J. Klein 18200 Von Karman
Suite 100C
Irvine, California 92715
</TABLE>
SIXTH: The corporation is to have perpetual existence.
<PAGE> 3
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the corporation shall be vested in its Board of
Directors. The number of directors which shall constitute the
whole Board of Directors shall be fixed by, or in the manner
provided in, the Bylaws. The phrase "whole Board" and the phrase
"total number of directors" shall be deemed to have the same
meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of
directors need be by written ballot.
2. After the original or other Bylaws of the corporation have
been adopted, amended, or repealed, as the case may be, in
accordance with the provisions of Section 109 of the General
Corporation Law of the State of Delaware, and, after the
corporation has received any payment for any of its stock, the
power to adopt, amend, or repeal
<PAGE> 4
the Bylaws of the corporation may be exercised by the Board of
Directors of the corporation; provided, however, that any provision
for the classification of directors of the corporation for staggered
terms pursuant to the provisions of subsection (d) of Section 141 of
the General Corporation Law of the State of Delaware shall be set
forth in an initial Bylaw or in a Bylaw adopted by the stockholders
entitled to vote of the corporation unless provisions for such
classification shall be set forth in this certificate of
incorporation.
3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (b) of Section 242 of the General
Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of
paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law
of the State of Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or
<PAGE> 5
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
ELEVENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
DATED: May 27, 1994
/s/ J. KLEIN
----------------------
J. Klein, Incorporator
<PAGE> 6
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "EXECUTIVE HELP SERVICES, INC.", FILED IN THIS OFFICE ON THE TENTH DAY OF
DECEMBER, A.D. 1998, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL]
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
2407013 8100 AUTHENTICATION: 9454823
981474243 DATE: 12-11-98
<PAGE> 7
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EXECUTIVE HELP SERVICES, INC.
-----------------------------
EXECUTIVE HELP SERVICES, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation at a meeting duly
convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Company that Article Fourth of the Certificate of
Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:
Twenty Million (20,000,000) shares with a par value of One mil ($.001)
each, amounting to Twenty Thousand Dollars ($20,000.00).
SECOND: That the said amendment has been consented to and authorized by the
holders of a majority of the issued and outstanding stock entitled to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Craig Shaber this 8th day of December A.D. 1998.
/s/ CRAIG SHABER
------------------
Authorized Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/10/1998
981474243 - 2407013
<PAGE> 1
EXHIBIT 3(ii)
BYLAWS
OF
Executive Help Services, Inc.
(a Delaware corporation)
----------
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing
stock in the corporation shall be signed by, or in the name of, the corporation
by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by
the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or
all the signatures on any such certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person were such
officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or such owner's legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series
of the stock of the corporation shall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any
<PAGE> 2
uncertificated shares, the corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
<PAGE> 3
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by the General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.
7. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the
time fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date
<PAGE> 4
within thirteen months after the organization of the corporation, and each
successive annual meeting shall be held on a date within thirteen months after
the date of the preceding annual meeting. A special meeting shall be held on
the date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.
- CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any, meeting shall be given, personally
or by mail, not less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at such stockholder's record address or
at such other address which such stockholder may have furnished by request in
writing to the Secretary of the corporation. Notice by mail shall be deemed to
be given when deposited, with postage thereon prepaid, in the United States
Mail. If a meeting is adjourned to another time, not more than thirty days
hence, and/or to another place, and if an announcement of the adjourned time
and/or place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the directors, after adjournment fix a new record
date for the adjourned meeting. Notice need not be given to any stockholder who
submits a written waiver of notice signed by such stockholder before or after
the time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.
- STOCKHOLDER LIST. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall
<PAGE> 5
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city or other municipality or
community where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by this section or the books of the corporation, or to vote at any meeting of
stockholders.
- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting - the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairperson to be chosen by the
stockholders. The Secretary of the corporation, or in such Secretary's absence,
an Assistant Secretary, shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present the chairperson of the
meeting shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize another person or
persons to act for such stockholder by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by such
stockholder's attorney-in-fact. No proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.
- INSPECTORS. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of duties of inspector, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of such inspector's ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the
<PAGE> 6
person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question, or matter determined by
such inspector or inspectors and execute a certificate of any fact found by
such inspector or inspectors. Except as may otherwise be required by subsection
(e) of Section 231 of the General Corporation Law, the provisions of that
Section shall not apply to the corporation.
- QUORUM. The holders of a majority of the outstanding shares of stock
shall constitute a quorum at a meeting of stockholders for the transaction of
any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to one vote.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. Any other action shall be authorized by a majority of the
votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the
General Corporation Law may otherwise require, any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of 1 persons. Thereafter the number of
directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of
<PAGE> 7
Directors, such number may be fixed from time to time by action of the
stockholders or of the directors, or, if the number is not fixed, the number
shall be 1. The number of directors may be increased or decreased by action of
the stockholders or of the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the
members thereof shall have been named in the certificate of incorporation,
shall be elected by the incorporator or incorporators and shall hold office
until the first annual meeting of stockholders and until their successors are
elected and qualified or until their earlier resignation or removal. Any
director may resign at any time upon written notice to the corporation.
Thereafter, directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal. Except as the General Corporation Law may otherwise
require, in the interim between annual meetings of stockholders or of special
meetings of stockholders called for the election of directors and/or for the
removal of one or more directors and for the filling of any vacancy in that
connection, newly created directorships and any vacancies in the Board of
Directors, including unfilled vacancies resulting from the removal of directors
for cause or without cause, may be filled by the vote of a majority of the
remaining directors then in office, although less than an quorum, or by the
sole remaining director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, of the President, or of a majority of the directors in office.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any director or to any member
of a committee of directors who submits a written waiver of notice signed by
such director or member before or after the time stated therein. Attendance of
such person at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to
<PAGE> 8
be transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall constitute
a quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the General Corporation Law, the
vote of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board. The quorum and voting provisions herein
stated shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.
Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
-CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any
and if present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairperson of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the Board,
shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by
the General Corporation Law, any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors.
6. COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
any such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any power or authority the delegation of which is prohibited
by Section 141 of the General Corporation Law, and may authorize the seal of
the corporation to be affixed to all papers which may require it.
<PAGE> 9
7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a Secretary,
a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairperson of the Board, a Vice-Chairman of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate. Except as may otherwise be provided in the resolution of
the Board of Directors choosing such officer, no officer other than the
Chairperson or Vice-Chairperson of the Board, if any, need be a director. Any
number of offices may be held by the same person, as the directors may
determine.
Unless otherwise provided in the resolution choosing such officer, each
officer shall be chosen for a term which shall continue until the meeting of
the Board of Directors following the next annual meeting of stockholders and
until such officer's successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be
prescribed in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and shall
have such additional authority and duties as are incident to their office
except to the extent that such resolutions may be inconsistent therewith. The
Secretary or an Assistant Secretary of the corporation shall record all of the
proceedings of all meetings and actions in writing of stockholders, directors,
and committees of directors, and shall exercise such additional authority and
perform such additional duties as the Board shall assign to such Secretary or
Assistant Secretary. Any officer may be removed, with or without cause, by the
Board of Directors. Any vacancy in any office may be filled by the Board of
Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE V
FISCAL YEAR
<PAGE> 10
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of
the Bylaws of Executive Help Services, Inc., a Delaware corporation, as in
effect on the date hereof.
Dated: 6/30/94
/s/ WILLIAM CRAWFORD
------------------------------
William Crawford, Secretary of
Executive Help Services, Inc.
(SEAL)
<PAGE> 1
Exhibit 10
Page 1 of 2
TRADEMARK/SERVICE MARK APPLICATION
TO THE ASSISTANT COMMISSION FOR TRADEMARKS
<DOCUMENT INFORMATION>
<TRADEMARK/SERVICEMARK APPLICATION>
<VERSION 1.2>
<APPLICANT INFORMATION>
[NAME] Executive Help Services, Inc.
<STREET> 13370 Kirkham Way
[CITY] Poway
[STATE] CA
<COUNTRY> USA
<ZIP/POSTAL CODE> 92064
<TELEPHONE NUMBER> 619-692-2571
<FAX NUMBER> 858-513-6530
<APPLICANT ENTITY INFORMATION>
<CORPORATION: STATE/COUNTRY OF INCORPORATION> Delaware
<TRADEMARK/SERVICEMARK INFORMATION>
<MARK> modularoffice.com
<TYPED FORM> Yes
- - Applicant requests registration of the above-identified trademark/service
mark in the United States Patent and Trademark Office on the Principal Register
established by the Act of July 5, 1946 (15 U.S.C. Section 1051 et seq., as
amended). -
<BASIS FOR FILING AND GOOD/SERVICES INFORMATION>
<INTENT TO USE: SECTION 1(b)> Yes
- - Applicant has a bona fide intention to use the mark in commerce on or in
connection with the below-identified goods/services. (15 U.S.C. Section
1501(b), as amended.) -
<LISTING OF GOODS AND/OR SERVICES> Internet website providing modular office
design and furnishings
<FEE INFORMATION>
<TOTAL FEES PAID> 245
<NUMBER OF CLASSES> 1
<SIGNATURE AND OTHER INFORMATION>
- - PTO-APPLICATION DECLARATION: The undersigned, being hereby warned that
willful false statements and the like so made are punishable by fine or
imprisonment, or both, under 18 U.S.C. Section 1001, and that such willful
false statements may jeopardize the validity of the application or any
resulting registration, declares that he/she is properly authorized to execute
this application on behalf of the applicant; he/she believes the applicant to
be the owner of the trademark/service mark sought to be registered, or if the
application is being
<PAGE> 2
Trademark/Service Mark Application Page 2 of 2
filed under 15 U.S.C. Section 1051(b), he/she believes applicant to be entitled
to use such mark in commerce; to the best of his/her knowledge and belief no
other person, firm, corporation, or association has the right to use the mark in
commerce, either in the identical form thereof or in such near resemblance
thereto as to be likely, when used on or in connection with the goods/services
of such other person, to cause confusion, or to cause mistake, or to deceive;
and that all statements made of his/her own knowledge are true; and that all
statements made on information and belief are believed to be true.
[SIGNATURE] /s/ WILLIAM CRAWFORD *please sign here*
--------------------
[DATE] 12-28-99
------------------------
[NAME] William Crawford
[TITLE] President
The information collected on this form allows the PTO to determine whether a
mark may be registered on the Principal or Supplemental register, and provides
notice of an applicant's claim of ownership of the mark. Responses to the
request for information are required to obtain the benefit of a registration on
the Principal or Supplemental register, 15 U.S.C. Sections 1051 et. seq. and 37
C.F.R. Part 2. All information collected will be made public. Gathering and
providing the information will require an estimated 12 or 18 minutes (depending
if the application is based on an intent to use the mark in commerce, use of the
mark in commerce, or a foreign application or registration). Please direct
comments on the time needed to complete this form, and/or suggestions for
reducing this burden to the Chief Information Officer, U.S. Patent and Trademark
Office, U.S. Department of Commerce, Washington, D.C. 20231. Please note that
the PTO may not conduct or sponsor a collection of information using a form that
does not display a valid OMB control number.
<PAGE> 3
PTO Drawing Page Page 1 of 1
DRAWING PAGE
DATE/TIME STAMP: Tuesday, 12-28-1999 16:31:05 EST
APPLICANT:
Executive Help Services, Inc.
13370 Kirkham Way
Poway, CA 92064
USA
DATE OF FIRST USE ANYWHERE: INTENT-TO-USE (SECTION 1(b))
DATE OF FIRST USE IN COMMERCE: INTENT-TO-USE (SECTION 1(b))
GOODS AND SERVICES:
Internet website providing modular office design and furnishings
MARK:
MODULAROFFICE.COM
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Audited
Financial Statements for the six months ended September 30, 1999, the year ended
March 31, 1999, and the year ended March 31, 1998, respectively and is qualified
in its entirety by reference to such Executive Help Services, Inc.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> 6-MOS YEAR YEAR
<FISCAL-YEAR-END> MAR-31-2000 MAR-31-1999 MAR-31-1998
<PERIOD-START> APR-01-1999 APR-01-1998 APR-01-1997
<PERIOD-END> SEP-30-1999 MAR-31-1999 MAR-31-1998
<CASH> 7,584 7,885 7,900
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 7,584 7,885 7,900
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 7,584 7,952 8,367
<CURRENT-LIABILITIES> 0 0 0
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 4,455 4,455 4,455
<OTHER-SE> 5,445 5,445 5,445
<TOTAL-LIABILITY-AND-EQUITY> 7,584 7,951 8,367
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 368 415 400
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (368) (415) (400)
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (368) (415) (400)
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (368) (415) (400)
<EPS-BASIC> .00 .00 .00
<EPS-DILUTED> .00 .00 .00
</TABLE>
