REGISTRATION FILE NUMBER: 333-94265
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2/A
AMENDMENT 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
3045 Corporation
(Name of small business issuer in our charter)
Florida
(State or other jurisdiction of incorporation or organization)
7299 06-1562447
(Primary standard industrial (I.R.S. Employer
classification code number) Identification No.)
3045 N. Federal Highway, Suite 60, Fort Lauderdale, Florida 33306
954-565-1400
(Address and telephone number of principal executive offices)
Kim A. Naimoli
3045 N. Federal Highway, Suite 60, Fort Lauderdale, Florida 33306
954-565-1400
(Name, address and telephone of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE (1)
Title of class of Proposed maximum Amount of
securities to be registered aggregate offering price Registration Fee
Common Stock,
Without Par Value $ 51,850 $ 14.41
Total Registration Fee $ 14.41
(1) Estimated solely for the purpose of calculating the registration fee.
THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY
BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE. INFORMATION CONTAINED HEREIN MAY BE MODIFIED BY COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 22, 1999
3045 CORPORATION
1,037,000 shares of Common Stock
The Registration Statement of which this Prospectus is a part relates to the
offer and sale by 3045 Corporation, a Florida corporation, of our securities by
the holders of such securities, referred to as Selling Security Holders
throughout this document, consisting of 1,037,000 shares of our common stock,
without par value, hereinafter referred to as the "Securities." See "DESCRIPTION
OF SECURITIES."
Our common stock is not listed on any national securities exchange, and the
NASDAQ stock market does not list the Securities offered. We may apply for
listing on the Over the Counter Bulletin Board maintained by the National
Association of Securities Dealers, Inc., the "OTCBB," once this registration
statement has cleared all comments of the United States Securities and Exchange
Commission, the "SEC," if ever. There is no assurance that we will obtain
listing on the OTCBB.
This offering consists of securities offered by Selling Security Holders only.
The Selling Security Holders may offer their shares at any price. By agreement
with the Selling Security Holders, we will pay all expenses incident to the
registration of the Securities under the Securities Act.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS"
BEGINNING ON PAGE 7.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PRELIMINARY PROSPECTUS IS DECEMBER 22, 1999.
<PAGE>
TABLE OF CONTENTS
<PAGE>
Part I
1. Front Cover Page of Prospectus 1
2. Inside Front and Outside Back Cover Pages of Prospectus 3
3. Summary Information 5
Risk Factors 6
4. Use of Proceeds N/A
5. Determination of Offering Price N/A
6. Dilution N/A
7. Selling Security Holders 15
8. Plan of Distribution 16
9. Legal Proceedings 17
10. Directors, Executive Officers, Promoters and Control Management 17
11. Security Ownership of Certain Beneficial Owners and Management 18
12. Description of Securities 19
13. Interest of Named Experts and Counsel 21
14. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities 21
15. Organization Within Last Five Years N/A
16. Description of Business 21
17. Management's Discussion and Analysis or Plan of Operation 26
18. Description of Property 26
19. Certain Relationships and Related Transactions 26
20. Market for Common Equity and Related Stockholder Matters 27
21. Executive Compensation 27
22. Financial Statements 27
23. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 28
Part II - Information Not Required in Prospectus
24. Indemnification 28
25. Other Expenses of Issuance and Distribution 28
26. Recent Sales of Unregistered Securities 28
27. Exhibits 29
28. Undertakings 29
<PAGE>
ITEM 3. SUMMARY INFORMATION AND RISK FACTORS
PROSPECTUS SUMMARY
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS, WHICH INVOLVE RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED
IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS INCLUDING
THOSE SET FORTH UNDER "RISK FACTORS" AND ELSEWHERE IN THIS PROSPECTUS. THE
FOLLOWING INFORMATION IS SELECTIVE AND QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION (INCLUDING FINANCIAL INFORMATION AND NOTES THERETO) APPEARING
ELSEWHERE IN THIS PROSPECTUS. THIS SUMMARY OF VARIOUS PROVISIONS OF THE
PROSPECTUS IS INTENDED FOR CONVENIENT REFERENCE. THE ENTIRE PROSPECTUS SHOULD BE
READ AND CAREFULLY CONSIDERED BY PROSPECTIVE INVESTORS BEFORE MAKING A DECISION
TO PURCHASE COMMON STOCK.
Our Company.
We were incorporated in the State of Florida on October 26, 1999. Our principal
executive offices are located at 3045 N. Federal Highway, Suite 60, Fort
Lauderdale, Florida 33306, and our telephone number is 954-565-1400. We are
authorized to issue two classes of capital stock, which are common stock and
preferred stock. Our total authorized common stock is 50,000,000 shares, without
par value. Our total authorized preferred stock is 10,000,000 shares, without
par value.
Our Business.
We currently have no operations. We plan to develop a website where individuals
can obtain mortgage information. We estimate that our initial web site
development will cost approximately $4,000 to $5,000, based upon prices quoted
to us for purchase of the domain name, website development, website maintenance
and website hosting rates for our contemplated site. Our estimate includes the
expenses for the first year of our operations on the site. We have no website
and have not begun any website development as of the date of this registration
statement.
The Offering.
As of December 16, 1999, we had 1,037,000 shares of our common stock
outstanding. This offering is comprised of securities offered by Selling
Security Holders only. Although we have agreed to pay all offering expenses, we
will not receive any proceeds from the sale of the Securities offered by this
registration statement. We anticipate approximately $16,000 in offering
expenses. Our current assets are $8,000. Consequently, our management may lend
funds to 3045 Corporation to pay the offering expenses contemplated in this
registration statement.
FINANCIAL SUMMARY INFORMATION.
The information set forth below has been selected from our Financial Statements.
This information should be read in conjunction with, and is qualified in its
entirety by reference to the financial statements, including the notes thereto,
included elsewhere in this memorandum.
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6
Statement of Operations. Period from
Period Ended Inception (October 26, 1999)
September 30, 1999 to November 30, 1999
Net Sales $ 0 $ 0
Cost of Sales $ 0 $ 0
Gross profit $ 0 $ 0
Operating expenses $ 4,436 $ 4,436
Income (loss) from operations $ (4,436) $ (4,436)
Other expense, net $ 0 $ 0
Net income (loss) $ (4,436) $ (4,436)
Net income per common share $ (.01) $ (.01)
Balance Sheet. Period from
Period Ended Inception (October 26, 1999)
September 30, 1999 to November 30, 1999
Total current assets $ 23,581 $ 23,581
Property and equipment, net $ 0 $ 0
Other assets $ 0 $ 0
Total Assets $ 23,581 $ 23,581
Current liabilities $ 11,017 $ 11,017
Due to stockholder/officer $ 0 $ 0
Due to related party $ 0 $ 0
Total liabilities $ 11,017 $ 11,017
Stockholders equity deficiency) $ 12,564 $ 12,564
Total liabilities and stockholders' equity $ 23,581 $ 23,581
RISK FACTORS.
AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED BY THIS REGISTRATION
STATEMENT INVOLVES A HIGH DEGREE OF RISK. THERE CAN BE NO ASSURANCE THAT WE WILL
EVER GENERATE REVENUES, OR THAT WE WILL BE ABLE TO DEVELOP OPERATIONS WHICH MAY
EVER YEILD A PROFIT.
We Have Little Managerial Expertise in the Development or Dissemination of
Mortgage Information or in the Internet.
Our ability to adequately develop information pertaining to the mortgage
industry may be negatively impacted because our management has limited
experience in developing and disseminating this information. Even if our
management develops mortgage information to a sufficient quantitative level, it
may be unable to particularize it to the needs of website users. Moreover, our
management has no experience in the Internet. Unless management has the
financial resources to hire qualified Internet consultants, the presentation and
technical aspects of our website may suffer.
We Currently Have No Material Contracts or Future Prospects for Material
Contracts; We Have Not Developed An Operational Plan to Obtain Contracts.
We have no contracts or prospective contracts that will assist us in developing
our website or generating revenue streams. We have no contracts with Internet,
computer, mortgage, technical or marketing professionals which would assist us
in the development, selection, presentational or technical aspects of our
website or the information to be contained in our website. We have no contracts
or prospective contracts with advertisers or other websites that would link
their website visitors to our website. We have not developed a plan to obtain
any of these contracts. If we fail to develop contracts with advertisers, other
websites or the professionals, our revenues will be seriously impacted.
The Information on Our Website May Be Available on Other Websites or in Other
Informational Formats and May be Purchased at Little or No Cost.
We have conducted no studies, research or data collection to determine what
mortgage information is available over the Internet or in other informational
formats and whether that information may be purchased at nominal charges or free
to the public. We have not determined what specific mortgage information we will
make available on our website. Accordingly, prospective users of our website may
find our information of little or no utility because information available on
our website may be more easily accessible at other websites or other
informational formats and/or at little or no cost.
We Lack a Well-Developed Business Plan.
We may spend an inordinate amount of our financial and operational resources to
the development of our business plan during our early developmental stages
because we currently do not have a well-developed business plan. Consequently,
our website may not be developed in a timely fashion with the computer,
technical and marketing skills necessary to build a superior website.
We Have a Poor Financial Condition and May be Unable to Adequately Develop our
Operations.
We have no operating history and no source of revenues. We have no working
capital or sources of liquidity. We will experience financial difficulties in
the foreseeable future during our planned operational development and beyond. We
have no operating history upon which an investor can determine if we will ever
be profitable. There can be no assurance that we will be able to operate
profitably, even if we develop operations and generate sales. We plan to
generate revenues from membership and advertising sales through our planned
website, but there can be no assurance that we will develop a website or that,
if developed, revenues will be generated as expected. Our poor financial
condition could adversely affect our ability to develop a website that will
attract website users or distribute mortgage information in an efficient and
timely fashion.
We Are a Development Stage Company and We Do Not Have an Operating History for
Investors to Evaluate.
We plan to develop a website, but have taken no steps toward such development to
date. We have no operating history for investors to evaluate our business
strategy. We have limited insight into trends that may emerge and affect our
business. An investor in our common stock must consider the risks and
difficulties frequently encountered by development stage companies. Furthermore,
we face risks due to our anticipated participation in the new and
rapidly-evolving market of the Internet. These challenges include our:
o Need to develop, maintain and increase awareness of our web site;
o Need to attract and retain customers;
o Dependence on web site and transaction processing performance and reliability;
o Need to compete effectively;
o Need to establish ourselves as a participant in the evolving market for
mortgage information;
o Need to establish and develop relationships with entities related to and
involved in the mortgage industry in order to obtain advertising revenues
for our site.
We will be required to make significant up front expenditures in connection with
developing our web site, including advertising, sales and promotional expenses.
We anticipate that we may incur losses until such time as revenues are
sufficient to cover our operating costs. We expect that our total website
development costs will be approximately $4,000 to $5,000 based on the following
estimated costs:
(1) $125 for domain name registration and listing;
(2) $2,000 to $3,000 for technical, presentational and other developmental
costs;
(3) $1,000 for annual hosting service fees; and
(4) $1,000 for annual site maintenance.
Our advertising and promotional expenses will be allocated as we develop
operations and research market demand. There can be no assurance that we will be
able to obtain funds for the required initial up-front expenditures necessary to
begin development of our website. Further, there can be no assurance that we
will generate significant revenue or ever achieve profitable operations. Future
losses are likely before our operations will become profitable, and there is no
assurance that our operations will ever prove profitable. Our lack of an
operating history will pose financial and operational difficulties to generating
sufficient revenue streams to develop our website. Investors have no basis
currently upon which to judge our ability to develop our web site and are unable
to forecast our future growth, or lack thereof.
We Have No Profits From Operations and We Have Losses.
We have not achieved profitability and have no source of revenues as of the date
of this registration statement. We have not begun selling services, and our
website has not been developed. We cannot be certain that we will obtain the
necessary working capital to develop our website. Further, even if developed, we
cannot be certain that we will obtain enough customer traffic or purchases to
generate revenues or achieve profitability. We believe that we will incur
operating and net losses for at least the next two years, and possibly longer,
and that the rate at which we will incur such losses will increase significantly
from current levels. We intend to increase our operating expenses substantially
as we:
o Develop our website;
o Initiate our marketing activities and advertising efforts;
o Provide our customers with promotional benefits;
o Increase our general and administrative functions to support our developing
operations; and
o Develop enhanced technologies and features to improve our web site, once
operational.
We plan to borrow the funds from our management to pay the increased operating
expenses initially. If we become operational and begin earning revenues, our
increased expenses will be paid out of revenues. Because we may spend amounts on
our development before we receive any incremental revenues from these efforts,
our losses will accumulate more rapidly than if we developed our business more
slowly. In addition, we may find that our development efforts are more expensive
than we currently anticipate.
There is No Public Market for Our Common Stock.
There is currently no established public trading market for our securities, and
we do not have a market maker for our securities. There can be no assurance that
a market for our common stock will be established or that, if established, such
market will be sustained. Purchasers of our shares registered under this
registration statement, therefore, may be unable to sell their securities should
they desire to do so, since there may not be any available public market. As
such, our securities should be considered highly illiquid. Any investor in the
securities of 3045 Corporation should be able to bear the financial risk of
losing their entire investment in our common stock.
A market maker sponsoring a company's securities is required to obtain listing
of securities on any of the public trading markets, including the OTCBB. If we
are unable to obtain a market maker for our securities, we will be unable to
develop a trading market for our common stock. It is possible that we will be
unable locate a market maker that will agree to sponsor our securities. Even if
we do locate a market maker, there is no assurance that our securities will be
able to meet the requirements for such quotation or that the securities will be
accepted for listing on the OTCBB.
We intend to apply for listing of the Securities on the OTCBB, but there can be
no assurance that we will be able to obtain such listing. The OTCBB differs from
national and regional stock exchanges in that it (1) is not cited in a single
location but operates through communication of bids, offers and confirmations
between broker-dealers and (2) securities admitted to quotation are offered by
one or more broker-dealers rather than the "specialist" common to stock
exchanges. To qualify for listing on the OTCBB, an equity security must have one
registered broker-dealer, known as the market maker, willing to list bid or sale
quotations and to sponsor such a company listing.
If We Are Unable To Retain And Attract Qualified Personnel, Our Business Could
Suffer.
Our current and future success depends on our ability to identify, attract,
hire, train, retain and motivate highly skilled technical, managerial, sales and
marketing, customer service and professional personnel. Competition for such
employees is intense, especially in the e-commerce sector, and there is a risk
that we will not be able to successfully attract, assimilate or retain
sufficiently qualified personnel. If we fail to retain and attract the necessary
technical professionals, the efficiency of our website will suffer in its
presentation, search abilities and information accessibility. If we fail to
retain and attract the necessary managerial, sales and marketing and customer
service personnel we will not develop a sufficient customer base to adequately
fund our operations.
If Consumers And Mortgage Broker Businesses Do Not Embrace On-Line Mortgage
Financing And Sales, Our Business Will Be Materially Adversely Affected.
Our success depends upon the acceptance of on-line mortgage information and
services by consumers, mortgage brokers and other third parties. If these groups
do not embrace online facilitations of mortgage information, our business,
results of operations and financial condition will be materially adversely
affected. The market for electronic mortgage information and services,
particularly over the Internet, is at an early stage of development and is
evolving rapidly. Rapid growth in the use of and interest in the Internet is a
recent development, and we cannot be sure that Internet usage will continue to
grow or that a sufficiently broad base of consumers and businesses will adopt,
and continue to use, the Internet as a medium by which to communicate and obtain
services traditionally provided in person-to-person and paper transactions. Our
business prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in the new and rapidly evolving
market for Internet services.
We believe that acceptance of our services will depend on the following factors,
among others:
o the growth of the Internet as a medium for commerce generally, and as a market
for financial products and services in particular;
o development of the necessary Internet network infrastructure to support new
technologies and handle the demands placed upon the Internet;
o government regulation of the Internet;
o our ability to successfully and efficiently develop on-line information that
is attractive to a sufficiently large number of consumers and mortgage brokers;
and
o a change in the perception among many consumers and real estate service
providers that obtaining mortgage information on-line is less dependable than
obtaining mortgage information through a more traditional method.
There is a risk that on-line mortgage information will not gain market
acceptance and that consumers will not significantly increase their use of the
Internet for obtaining mortgage and loan information. In addition, if there are
insufficient communications services to support the Internet, it could result in
slower response times, which would adversely affect usage of the Internet. Even
if the Internet gains widespread acceptance, we may be unable, for technical or
other reasons, to develop and introduce new services or enhancements of existing
services in a timely manner, and such services and enhancements may not gain
widespread market acceptance. In addition, because the market for on-line
mortgage information is in the early stages of development, the volume of
website visitors that we may attract in any given period is difficult to
predict. If the volume of website visitors that we attract falls below our
expectations or the expectations of financial analysts, we will be unable to
obtain quality advertising contracts if we are unable to demonstrate our ability
to attract visitors to our website, if developed. The occurrence of any of these
factors could have a material adverse effect upon the very nature of our
business and the continuation of our website.
If There Is A Decrease In The Demand For Mortgages, Our Business Could Suffer.
Demand for mortgages is typically adversely affected by periods of economic
slowdown or recession, which can be accompanied by rising interest rates and
declining demand for consumer credit, home sales, real estate values and the
ability of borrowers to make loan payments. These factors would tend to decrease
demand for mortgage loans and mortgage information. Such decrease in demand will
have a negative impact on the earning potential of 3045 Corporation and our
shareholders.
Over the last several years, the United States has experienced an environment of
relatively low interest rates, relatively high demand for consumer credit and
increasing home sales and real estate values. We cannot be sure that we will be
able to develop our business in an atmosphere of higher interest rates, lower
consumer credit demand and real estate value and fewer home sales. These changes
would likely have a material adverse effect upon the needs of consumers to
utilize our services.
If Interest Rates Rise, Our Results Of Operations Could Be Materially Adversely
Affected.
Mortgage business depends upon overall levels of sales and refinancing of
residential real estate, as well as mortgage loan interest rates. The
residential real estate industry is highly cyclical. Shifts in the economy and
residential real estate values generally affect the number of home sales and new
housing starts. The demand for mortgage loan information increases as the number
of home sales increases. Declining interest rates generally increase mortgage
loan financing activity, because homeowners refinance existing mortgage loans to
obtain favorable interest rates. Rising interest rates, in contrast, discourage
refinancing activities and generally reduce the number of home sales that occur.
Any fluctuation in interest rates or an adverse change in residential real
estate or general economic conditions, both of which are outside our control,
could cause a serious decline in enrollment of members to our website, the
retention rate of our previously enrolled members and the number of visitors to
our website.
We Plan to Operate in an Uncertain and Developing Market.
The market for services to be sold on the Internet has only recently begun to
develop and is rapidly changing. As is typical for a new and rapidly evolving
industry, demand and market acceptance for recently introduced services over the
Internet are uncertain, and there exist few proven services offered over the
Internet. Moreover, since the market on the Internet for information and
services is new and evolving, it is even more difficult to predict the size of
the market in which we hope to operate or its future growth rate, if any.
The success of our website, if developed, will depend upon the adoption of the
Internet as a medium for commerce by a broad base of consumers and vendors.
There can be no assurance that widespread acceptance of Internet commerce in
general, or of Internet mortgage information and services in particular, will
occur. Companies offering our services have historically relied on consumers and
vendors who use traditional means of commerce to obtain needed services. For us
to be successful, these consumers and vendors must accept and utilize novel ways
of conducting business and exchanging information.
Moreover, critical issues concerning the commercial use of the Internet, such as
ease of access, security, reliability, cost and quality of service, remain
unresolved and may affect the growth of Internet use or the attractiveness of
conducting commerce online. There can be no assurance that there will be broad
acceptance of the Internet as an effective medium for commerce by consumers and
vendors, or that the market for Internet mortgage information and services will
develop successfully or achieve widespread acceptance. If the market for
Internet-based services or Internet mortgage information fails to develop, we
may fail to generate sufficient revenues to continue our operations or develop
our website to a sufficiently qualitative state to overcome the difficulties
entailed with the lack of market acceptance.
We Will Be at Risk of System Failure, Single Site Failure, and Failure of
Delivery.
We anticipate that our success will be largely dependent upon our communications
hardware and computer hardware. Our systems will be vulnerable to damage from
earthquake, fire, floods, power loss, telecommunications failures, break-ins and
similar events. Failure of information delivery can occur due to e-mail system
failure, hosting site failure and/or local system failure. We do not presently
have any systems, but should we purchase such systems in the future, any
substantial interruption in these systems would have a material adverse effect
on our business, results of operations and financial condition. We have no
insurance coverage on our property and no business interruption insurance
coverage, and we do not intend to get such coverage in the near future. Despite
any implementation of network security measures that we may take if we purchase
systems in the future, we may still be vulnerable to computer viruses, physical
or electronic break-ins, attempts by third parties deliberately to exceed the
capacity of our systems and similar disruptive problems. Computer viruses,
break-ins, denial of service or other problems caused by third parties could
lead to interruptions, delays, loss of data or cessation in service to users of
our services. The occurrence of any of these risks could cause our current and
prospective users to question our ability to keep their information
confidential.
We Will Rely on and Have Minimal Control Over Third Parties Upon Which We Will
Rely for Our Operations.
We expect that our operations will depend on a number of third parties, over
which we expect that we will have limited control, if any. We do not plan to own
a gateway onto the Internet, but instead we plan to rely on an Internet Service
Provider to host our website, if developed. From time to time, we may experience
temporary interruptions in our website connection and also our
telecommunications access, if developed. We anticipate that we will use software
that is dependent on operating system, database and server software, which was
developed and produced by and licensed from third parties. We may, from time to
time, discover errors and defects in the software from these third parties and,
in part, rely, on these third parties to correct these errors and defects in a
timely manner. Accordingly, continuous or prolonged interruptions in our website
connection or in our telecommunications access would have an adverse effect upon
consumer perception of our ability to provide information in a timely and
efficient manner.
We Will Be at Risk for Internet Commerce Security Breaches That Could Impair Our
Business.
A significant barrier to entry in the area of electronic commerce and
communications is the secure transmission of confidential information over
public networks. We will rely on encryption and authentication technology
licensed from third parties to provide the security and authentication necessary
to affect secure transmission of confidential information. There can be no
assurance that advances in computer capabilities, new discoveries in the field
of cryptography or other events or developments will not result in a compromise
or breach of the algorithms we may use to protect customer transaction data. If
any such compromise of our security were to occur, we may be subject to
liability by our users or others.
A party who is able to circumvent our security measures could misappropriate
proprietary information. We may be required to expend significant capital and
other resources to protect against the threat of such security breaches or to
alleviate problems caused by such breaches. Concerns over the security of
Internet transactions and the privacy of users may also inhibit the growth of
the Internet generally, and the World Wide Web in particular, especially as a
means of conducting commercial transactions. To the extent that our future
activities or those of third party contractors whom we may use involve the
storage and transmission of proprietary information, such as credit card
numbers, security breaches could expose us to a risk of loss or litigation and
possible liability. There can be no assurance that we will be able to implement
security measures that will prevent security breaches.
We Have Substantial Near-Term Capital Needs; We May be Unable to Obtain Needed
Additional Funding.
We currently estimate that we will require funding over the next twenty-four
months to develop our business. Our capital requirements will depend on many
factors including, but not limited to, the timing of development of our web site
and the growth of the Internet. If additional funds are raised through the
issuance of equity securities, the percentage ownership of our current
shareholders will be reduced, and such equity securities may have rights,
preferences, and privileges senior to those of the holders of our common stock.
Further, there can be no assurance that additional capital will be available on
terms favorable to us or our shareholders.
Moreover, our cash requirements may vary materially depending on our rate of
development, research and development results, competitive and technological
advances and other factors. If adequate funds are not available, we may be
required to curtail operations significantly or to obtain funds through entering
into collaboration agreements on unattractive terms. Our inability to raise
capital would impair the technical and presentational aspects of our website and
our marketing abilities.
We Have Substantial Long-Term Capital Needs; We May Be Unable to Obtain Needed
Additional Funding.
Substantial expenditures will be required to enable us to develop our web site
and to market our services. The level of expenditures required for these
activities will depend in part on whether we develop and market our services
independently or with other companies through collaborative arrangements. Our
future capital requirements will also depend on one or more of the following
factors: market acceptance of our services; the extent and progress of our
research and development programs; competing technological and market
developments; and the costs of commercializing our services. There can be no
assurance that funding to carry on these activities will be available at all or
on favorable terms to permit successful commercialization of our website.
In addition, we have no credit facility or other committed sources of capital,
and there can be no assurance that we will be able to establish such
arrangements on satisfactory terms, if at all. To the extent that capital
resources are insufficient to meet future capital requirements, we will have to
raise additional funds to continue development of our technologies. There can be
no assurance that such funds will be available on favorable terms, if at all.
To the extent that additional capital is raised through the sale of equity
and/or convertible debt securities, the issuance of such securities could result
in dilution to our shareholders. If adequate funds are not available, we may be
unable to develop operations significantly.
If the Securities Are Not Qualified or Do Not Meet Current Prospectus and State
Blue Sky Registration Requirements, then Investors May Be Unable to Resell Their
Securities.
The purchasers of any securities offered by this registration statement will be
able to resell such securities in the public market only if the securities are
qualified for sale or exempt from qualification under applicable state
securities laws of the jurisdictions in which the proposed purchasers reside.
Although we intend to seek to qualify for sale of the securities offered by this
registration statement in those states in which the securities are to be
offered, no assurance can be given that such qualifications will occur. The
securities may be deprived of any value and any existing market for the
securities may be limited if the securities are not qualified or exempt from
qualification in the jurisdictions in which the prospective purchasers of the
securities then reside.
If We Issue Future Shares, Present Investors' per Share Value Will be Diluted.
The Certificate of Incorporation of 3045 Corporation authorizes the issuance of
a maximum of 50,000,000 shares of common stock without par value and 10,000,000
shares of preferred stock without par value. As of December 16, 1999, there were
1,037,000 common shares issued and outstanding and no shares of preferred stock
outstanding. The authority of the Board of Directors to issue such stock without
shareholder consent may have a depressive effect on the market value of our
common stock even prior to any such designation or issuance of the preferred
stock.
Possibility of Issuance of Preferred Stock Could Depress Market Value.
We have 10,000,000 shares of preferred stock without par value, which may be
issued from time to time by action of the Board of Directors. As of the date of
this registration statement, we have not issued any shares of preferred stock.
The Board may designate voting and other preferences which designations may give
the holders of the preferred stock voting control and other preferred rights
such as to liquidation and dividends. The authority of the Board to issue such
stock without shareholder consent may have a depressive effect on the market
value of our common stock even prior to any such designation or issuance of the
preferred stock.
Issuance of Preferred Stock Could Have a Potential Anti-takeover Effect.
The Board of Directors has the authority, without further approval of our
stockholders, to issue preferred stock, having such rights, preferences and
privileges as the Board of Directors may determine. Any such issuance of shares
of preferred stock, under various circumstances, could have the effect of
delaying or preventing a change in control of 3045 Corporation or other
take-over attempt and could adversely materially affect the rights of holders of
shares of common stock.
Our Principal Stockholders Control our Company.
Kim A. Naimoli currently owns approximately 92% and the remaining stockholders
own approximately 8% of our common stock. As a result, Kim Naimoli will have
significant influence over all matters requiring approval by our stockholders
without the approval of minority stockholders. In addition, Kim Naimoli will be
able to elect all of the members of our Board of Directors, which will allow her
to significantly control our affairs and management. Such control could
adversely affect the market value of our common stock or delay or prevent a
change in our control. In addition, Kim Naimoli may affect most corporate
matters requiring stockholder approval by written consent, without the need for
a duly-noticed and duly-held meeting of stockholders.
If We Lost Any of Our Key Personnel, Our Business Would Be Impaired.
Our success is heavily dependent upon the continued active participation of our
current executive officer, Kim Naimoli. Loss of the services of Kim Naimoli
could have a material adverse effect upon the development of our business. We do
not maintain "key person" life insurance on Kim Naimoli's life. We do not have a
written employment agreement with Kim Naimoli. There can be no assurance that we
will be able to recruit or retain other qualified personnel, should it be
necessary to do so.
We Face Competition From Other Entities Providing Services Similar to Ours.
We will face intense competition in all aspects of the mortgage business. We
will compete with numerous financial intermediaries, commercial banks, savings
associations, credit unions, loan brokers and insurance companies in providing
mortgage information and services. Competition can take many forms, including
convenience in obtaining loan information, customer service, marketing and
distribution channels. Among other things, competition may be affected by,
fluctuations in interest rates and general economic conditions, although we
believe that we can be competitive in these areas, if developed. There can be no
assurance that we will be able to compete effectively in this highly competitive
industry, which could have a material impact upon market acceptance of our
website and the information pertaining to the mortgage industry we wish to
disseminate.
We Have Never Paid Dividends.
As a new corporation, we have never paid dividends nor do we anticipate the
declaration or payments of any dividends in the foreseeable future. We intend to
retain earnings, if any, to finance the development and expansion of our
business. Future dividend policy will be at the discretion of the Board of
Directors and will be contingent upon future earnings, if any, our financial
condition, capital requirements, general business conditions and other factors.
Future dividends may also be affected by covenants contained in loan or other
financing documents, which may be executed by us in the future. Therefore, there
can be no assurance that cash dividends of any kind will ever be paid.
Our Business Plan Incorporated Estimates Rather than Actual Figures.
The discussion of our anticipated business incorporates management's current
best estimate and analysis of the potential market, opportunities and
difficulties that we face. There can be no assurances that the underlying
assumptions accurately reflect our opportunities and potential for success.
Competitive and economic forces make forecasting of revenues and costs extremely
difficult and unpredictable.
ITEM 4. USE OF PROCEEDS
Not Applicable. We will not receive any proceeds from the sale of the Securities
by the Selling Security Holders.
ITEM 5. DETERMINATION OF OFFERING PRICE
Not Applicable. The Selling Security Holders will be able to determine the price
at which they sell their Securities.
ITEM 6. DILUTION
Not Applicable. We are not registering any unissued shares in this registration
statement.
ITEM 7. SELLING SECURITY HOLDERS
The Securities are being sold by the Selling Security Holders named below. The
table indicates that all the Securities will be available for resale after the
offering. However, any or all of the Securities listed below may be retained by
any of the Selling Security Holders, and therefore, no accurate forecast can be
made as to the number of Securities that will be held by the Selling Security
Holders upon termination of this offering. We believe that the Selling Security
Holders listed in the table have sole voting and investment powers with respect
to the Securities indicated. We will not receive any proceeds from the sale of
the Securities.
AMOUNT
RELATIONSHIP BENEFICIALLY PERCENTAGE
NAME WITH ISSUER (1) OWNED OWNED
Anderson, Houston None 1,000 0.1%
Bellen, Elliot None 1,000 0.1%
Bruno, Jarob N. Related to Affiliate(2) 2,000 0.2%
Campanella, Rich None 1,000 0.1%
Gazda, Geoffrey None 1,000 0.1%
Hamilton, Brenda None 50,000 4.8%
Haselmann, Heinz E. None 1,000 0.1%
Herbik, Etheleve B. None 1,000 0.1%
Herbik, Jeffrey R. None 1,000 0.1%
LaBranche, Daniel None 1,000 0.1%
Layne, Shanda None 1,000 0.1%
Martinez, Roberto None 1,000 0.1%
Michels-Hambro, Lynn None 1,000 0.1%
Modica, Virginia None 1,000 0.1%
Naimoli, Kim President & Director 950,000 92.0%
Naimoli, Mary K. Related to Affiliate (2) 1,000 0.1%
Neuman, Kaye Related to Affiliate (2) 1,000 0.1%
Parrish, Cary None 1,000 0.1%
Porrazzo, Christopher None 1,000 0.1%
Quin, Kevin None 1,000 0.1%
Reid, David None 2,000 0.2%
Reynolds, Beverly None 1,000 0.1%
Roush, Dean None 1,000 0.1%
Scheuerman, Charles None 1,000 0.1%
Spargo, John W. None 1,000 0.1%
Spargo, Shirley None 1,000 0.1%
Spargo, Steven None 1,000 0.1%
Thigpen, Trudy None 1,000 0.1%
Thomas, Kristen None 5,000 0.1%
Tucker, Leonard None 1,000 0.1%
Tucker, Michelle None 1,000 0.1%
Wazbinski, Jim None 1,000 0.1%
Weber, Chuck None 1,000 0.1%
(1) Any material relationship, which the Selling Security Holder has had within
the past three years with 3045 Corporation or any of its predecessors and/or
affiliates.
(2) Jarob Bruno is the son of Kim Naimoli, our President and Sole Director. Mary
Naimoli is the Mother-in-Law of Kim Naimoli. Kaye Neuman is Kim Naimoli's
mother.
We intend to seek qualification for sale of the securities in those states in
which the securities will be offered. That qualification is necessary to resell
the securities in the public market only if the securities are qualified for
sale or are exempt from qualification in the states in which the selling
shareholders or proposed purchasers reside . There is no assurance that the
states in which we seek qualification will approve of the resale of the
securities.
ITEM 8. PLAN OF DISTRIBUTION
The Securities offered by this Prospectus may be sold from time to time by the
Selling Security Holders or by those to whom such shares are transfered. To our
best knowledge, no underwriting arrangements have been entered into by the
Selling Security Holders. The distribution of the Securities by the Selling
Security Holders may be effected in one or more transactions that may take place
in the over-the-counter market, including ordinary broker's transactions,
privately negotiated transactions or through sales to one or more dealers for
resale of such Securities as principals, at prevailing market prices at the time
of sale, prices related to prevailing market prices or negotiated prices.
Any of the Selling Security Holders, acting alone or in concert with one
another, may be considered statutory underwriters under the Securities Act of
1933, if they are directly or indirectly conducting a distribution of the
securities on behalf of 3045 Corporation. For instance, a securities violation
of this nature may occur if any of the Selling Securities Holders provide to
3045 Corporation cash proceeds from securities sales that are the subject of
this registration statement. If any of the selling shareholders are determined
to be underwriters they may be liable for securities violations in connection
with any material misrepresentations or omissions made in this registration
statement.
The Selling Security Holders and any brokers and dealers through whom sales of
the Securities are made may be deemed to be "underwriters" within the meaning of
the Securities Act, and the commissions or discounts and other compensation paid
to such persons may be regarded as underwriters' compensation.
The Selling Security Holders may pledge all or a portion of the Securities owned
as collateral for margin accounts or in loan transactions, and the Securities
may be resold pursuant to the terms of such pledges, accounts or loan
transactions. Upon default by such Selling Security Holders, the pledgee in such
loan transaction would have the same rights of sale as the Selling Security
Holders under this Prospectus. The Selling Security Holders also may enter into
exchange traded listed option transactions which require the delivery of the
Securities listed under this registration statement. The Selling Security
Holders may also transfer Securities owned in other ways not involving market
makers or established trading markets, including directly by gift, distribution,
or other transfer without consideration, and upon any such transfer the
transferee would have the same rights of sale as such Selling Security Holders
under this Prospectus.
In addition to, and without limiting, the foregoing, each of the Selling
Security Holders and any other person participating in a distribution will be
affected by the applicable provisions of the Exchange Act and the rules and
regulations under the Exchange Act, including, without limitation, Regulation M,
which provisions may limit the timing of purchases and sales of any of the
Securities by the Selling Security Holders or any such other person.
There can be no assurances that the Selling Security Holders will sell any or
all of the Securities. In order to comply with state securities laws, if
applicable, the Securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In various states, the Securities may
not be sold unless such Securities have been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
is complied with. Under applicable rules and regulations of the Securities
Exchange Act of 1934, as amended, any person engaged in a distribution of the
Securities may not simultaneously engage in market-making activities with
respect to such Securities for a period of one or five business days prior to
the commencement of such distribution.
All of the foregoing may affect the marketability of the Securities. Pursuant to
the various agreements we have with the Selling Securities Holders, we will pay
all the fees and expenses incident to the registration of the Securities, other
than the Selling Security Holders' pro rata share of underwriting discounts and
commissions, if any, which is to be paid by the Selling Security Holders.
ITEM 9. LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal proceedings, which involve
3045 Corporation.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
(a) Directors and Officers.
Our Bylaws provide that we shall have a minimum of one director on the
board at any one time. Vacancies are filled by a majority vote of the
remaining directors then in office. The directors and executive
officers of 3045 Corporation are as follows:
NAME AND ADDRESS AGE POSITIONS HELD
Kim A. Naimoli 41 President/Secretary/Treasurer
The director named above will serve until the next annual meeting of
our shareholders to be held within six months of the close of our fiscal year or
until a successor shall have been elected and accepted the position. Directors
are elected for one-year terms.
Kim A. Naimoli
From 1991 to 1993, Ms. Naimoli worked as a manager for Credit Bureau
Affiliates where her duties included sales and marketing with up to 25
employees under her supervision. In 1993, she left this position and
began her own company, Credit Bureau Services, where she continued to
focus on sales and marketing in an ownership capacity. While still
working at Credit Bureau Services, Ms. Naimoli opened Coral Mortgage in
March of 1996 with her husband, where she continues to handle marketing
and sales management for the company. In 1998, Credit Bureau Services
was closed and Ms. Naimoli thereafter took a position as loan
originator for Apartment Lending, where she continues to serve.
(b) Significant Employees.
Other than the aforementioned, there are no employees who are expected
to make a significant contribution to 3045 Corporation.
(c) Family Relationships.
There are no family relationships among our officers, directors, or
persons nominated for such positions.
(d) Legal Proceedings.
No officer, director, or persons nominated for such positions and no
promoter or significant employee of 3045 Corporation has been involved
in legal proceedings that would be material to an evaluation of our
management.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth the ownership, as of December 16, 1999, of our
common stock (a) by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, and (b) by each of our directors, by
all executive officers and our directors as a group. To the best of our
knowledge, all persons named have sole voting and investment power with respect
to such shares, except as otherwise noted.
(a) Security Ownership of Certain Beneficial Owners.
TITLE OF NO. OF NATURE OF CURRENT
CLASS NAME & ADDRESS SHARES OWNERSHIP %OWNED
Common Kim A. Naimoli 950,000 Direct 91%
3045 N. Federal Highway, Suite 60
Fort Lauderdale, Florida 33306
(b) Security Ownership of Officers and Directors.
TITLE OF NO. OF NATURE OF
CLASS NAME & ADDRESS SHARES OWNERSHIP %OWNED
Common Kim A. Naimoli 950,000 Direct 91%
3045 N. Federal Highway, Suite 60
Fort Lauderdale, Florida 33306
All Officers and Directors as a Group 950,000 Direct 91%
(1 Individual)
(c) Changes in Control.
There are currently no arrangements, which would result in a change in
control of 3045 Corporation.
ITEM 12. DESCRIPTION OF SECURITIES
The following description is a summary and is qualified in its entirety by the
provisions of our Articles of Incorporation and Bylaws, copies of which have
been filed as exhibits to the Registration Statement of which this Prospectus is
a part.
COMMON STOCK.
General.
We are authorized to issue 50,000,000 shares of common stock without par value.
As of December 16, 1999, there were 1,037,000 common shares issued and
outstanding. All shares of common stock outstanding are validly issued, fully
paid and non-assessable.
Voting Rights.
Each share of common stock entitles the holder of such share to one vote, either
in person or by proxy, at meetings of shareholders. The holders are not
permitted to vote their shares cumulatively. Accordingly, the holders of common
stock holding, in the aggregate, more than fifty percent of the total voting
rights can elect all of our directors and, in such event, the holders of the
remaining minority shares will not be able to elect any of such directors. The
vote of the holders of a majority of the issued and outstanding shares of common
stock entitled to vote thereon is sufficient to authorize, affirm, ratify or
consent to such act or action, except as otherwise provided by law.
Dividend Policy.
All shares of common stock are entitled to participate ratably in dividends when
and as declared by our Board of Directors out of the funds legally available
there for and subordinate to the rights, if any, of the holders of outstanding
shares of preferred stock. Any such dividends may be paid in cash, property or
additional shares of common stock. We have not paid any dividends since our
inception and presently anticipate that all earnings, if any, will be retained
for development of our business, and that no dividends on the shares of common
stock will be declared in the foreseeable future. Any future dividends will be
at the discretion of our Board of Directors and will depend upon, among other
things, our future earnings, operating and financial condition, our capital
requirements, general business conditions and other pertinent facts. Therefore,
there can be no assurance that any dividends on the common stock will be paid in
the future.
Miscellaneous Rights and Provisions.
Holders of common stock have no preemptive or other subscription rights,
conversion rights, redemption or sinking fund provisions. In the event of our
dissolution, whether voluntary or involuntary, each share of common stock is
entitled to share ratably in any assets available for distribution to holders of
our equity after satisfaction of all liabilities and payment of the applicable
liquidation preference of any outstanding shares of preferred stock.
PREFERRED STOCK.
We have authorized the issuance of 10,000,000 shares of preferred stock without
par value, of which no preferred shares are issued or outstanding. These shares
may have such rights and preferences as determined by the Board of Directors.
Dividends, Voting, Liquidation, & Redemption.
Upon issuance, our Board of Directors will determine the rights and preferences
of shares of preferred stock. The Board of Director's ability to issue preferred
stock without further shareholder approval has the potential to delay, defer or
prevent a change in control of 3045 Corporation. Moreover, the Board of
Director's broad discretion in designating specific rights and preferences may
have the potential to dilute or devalue the stock held by the common
shareholders.
SHARES ELIGIBLE FOR FUTURE SALE.
The 1,037,000 shares of common stock sold in this offering will be freely
tradable without restrictions under the Securities Act, except for any shares
held by our "affiliates", which will be restricted by the resale limitations of
Rule 144 under the Securities Act.
In general, under Rule 144 as currently in effect, any of our affiliates and any
person or persons whose sales are aggregated who has beneficially owned his or
her restricted shares for at least one year, may be entitled to sell in the open
market within any three-month period a number of shares of common stock that
does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-affiliates who have
held their restricted shares for one year may be entitled to sell their shares
under Rule 144 without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.
Further, Rule 144A as currently in effect, in general, permits unlimited resales
of restricted securities of any issuer provided that the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in securities. Rule 144A allows our existing stockholders to sell their shares
of common stock to such institutions and registered broker-dealers without
regard to any volume or other restrictions. Unlike under Rule 144, restricted
securities sold under Rule 144A to non-affiliates do not lose their status as
restricted securities.
As a result of the provisions of Rule 144, all of the restricted securities
could be available for sale in a public market, if developed, beginning 90 days
after the date of this Prospectus. The availability for sale of substantial
amounts of common stock under Rule 144 could adversely affect prevailing market
prices for our securities.
ITEM 13. EXPERTS
Our Financial Statements for the period from October 26, 1999 inception to
November 30, 1999, have been included in this Prospectus in reliance upon the
report appearing elsewhere herein, of Dohan and Company, Certified Public
Accountants, and upon the authority of said independent Certified Public
Accountants as experts in accounting and auditing.
ITEM 14. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons, we have been
advised that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities, other than
the payment by us of expenses incurred or paid by our directors, officers or
controlling persons in the successful defense of any action, suit or
proceedings, is asserted by such director, officer, or controlling person in
connection with any securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issues.
ITEM 16. DESCRIPTION OF BUSINESS
OVERVIEW.
We have had no operations to date. We plan to purchase a domain name and develop
a website with information services related to the mortgage industry. We have
developed no specific plans or criteria for such information services. There can
be no assurance that we will be able to develop operations in this area, or any
other area.
BUSINESS DEVELOPMENT.
We were incorporated in the State of Florida on October 26, 1999, for the
purpose of selling mortgage information through the use of the Internet.
PRINCIPAL PRODUCTS AND SERVICES.
We currently do not have a web site. We will need to purchase a domain name and
find a hosting service before a web site can be developed. We have not obtained
a domain name, hosting service or web site developer.
We plan to develop a web site that provides information to visitors about
different mortgage products. The site is planned to include a glossary of terms
used in the mortgage process, an amortization schedule, and an estimated payment
calculator. We plan to develop our site to walk each visitor through the
mortgage approval and application process for a small subscription fee. Visitors
who wish to access the information on our site will be required to pay a fee of
$20.00, which will allow them to enter our site for one month from the date of
subscription. Each user will be granted a password for entry into the web site.
We plan to charge this fee to a credit or debit card of the subscriber. We plan
to process all orders via on line credit card or cyber cash systems, but we
currently have not developed any relationships or contracts with such parties,
to process online orders. In addition, we have not researched the needs of our
planned website functions or the fees associated with the services needed to
fulfill those needs.
Our site content will consist of information relating to the process of applying
for a mortgage. We plan to provide information to borrowers such as advantages
and disadvantages of fixed and adjustable rate loans, as well as loans with an
interest rate that is fixed for a period of time and subsequently adjusts one
time to a fixed rate loan. Our site will also contain information relating to
selecting a mortgage broker or lender, credit establishment and credit repair.
In addition, we also plan to provide interest rate information by geographic
area. A portion of the information available on our website may be available
free of charge on other venues, however, we feel that we can compile a website
of more expansive information that users will find more valuable than that
available free of charge.
Applying for a mortgage can be a confusing, tedious and intrusive experience for
home buyers, especially first time buyers. We plan to demystify the mortgage
loan process by familiarizing the buyer with lender requirements for
documentation to determine eligibility. We plan to provide our visitors with
information they can expect to supply to their lender when applying for a
mortgage. This documentation may include bank statements, pay stubs, W-2 forms,
tax returns, divorce decrees, property settlements, proof of self-employment via
a business license or a statement from the Certified Public Accountant of the
self-employed, verification of all assets, property ownership, and considerable
other documentation required by the lender. We plan to provide other useful
information to borrowers such as guidance on selecting property inspectors,
property appraisers, surveyors and title insurance companies.
We plan to establish our market through e-mail advertising. We have not
conducted any market testing to determine who may want to advertise on our
website. We have relied solely on speculation of our management. Visitors will
be able to obtain information twenty-four hours per day, seven days per week
through the website. We also plan to sell advertising on our website to banks,
mortgage brokers, builders, land appraisers, surveyors, inspectors, title
companies and real estate brokers. We have not developed criteria for pricing of
the advertising space; however, we anticipate pricing will be based upon a
combination of factors including, but not limited to, advertisement size, web
page placement, content requirements, and contract duration.
We plan to classify lenders' advertisements according to the loan products each
offers. We anticipate that our site will allow a potential borrower to complete
a credit application on line with our lender advertisers. Visitors will be
placed into their appropriate risk category. Each category will describe various
mortgage products available at different interest rates with different
origination fees and discount points based upon the particular borrower's risk
classification.
We plan to seek lender advertisers that have a variety of products including
full disclosure loans that require verification of income, assets, credit,
source of funds, employment history, residence history, etc. and "no-doc"
programs based solely on the borrower's credit history and the loan to value
ratios.
We plan to provide borrowers with information on "no-doc" or "reduced-doc"
loans, which are typically provided to self-employed persons or borrowers with
prime credit ratings who desire to maintain their privacy with regard to their
income. We also plan to attract advertisers who offer programs for borrowers
with previous credit blemishes, sub-prime loans, in a variety of programs based
upon risk based pricing.
The process of applying for a mortgage may be an invasive and foreign process
for many people. We believe we can take the mystique out of the process by
familiarizing the borrower with the steps that they will be required to complete
when obtaining a mortgage.
DISTRIBUTION.
We plan to deliver our services through our website, if developed. As of the
date of this registration statement, we do not have a domain name, Internet
service provider, web site developer or a web site, all of which will be
necessary to execute our plan of business. To date, we have not formulated any
relationships for the hosting, development or maintenance of a web site.
NEW PRODUCTS OR SERVICES.
We currently have no new products or services recently announced or planned to
be announced to the public.
COMPETITIVE BUSINESS CONDITIONS.
The conventional method of obtaining mortgage information for at least the past
fifty years has been through mortgage brokers or lenders, commercial banks,
savings and loan associations, credit unions and insurance companies.
Traditionally, mortgage borrowers have viewed mortgage information to be
available through these channels. . Behaviorally then, the public has been
reticent to new vehicles or formats through which they would receive mortgage
information. Despite the convenience of information offered over the Internet or
prospectively over our website, many consumers will view conventional methods of
obtaining this information as offering more convenience in obtaining loan
information and better customer service.
SOURCES AND AVAILABILITY OF RAW MATERIALS.
As of the date of this registration statement, we have no raw materials or
suppliers.
CUSTOMER BASE.
As of the date of this registration statement, we have no customers. If we are
able to establish a customer base in the future, we do not anticipate being
dependent on one or a few major customers. There can be no assurance that this
assumption is correct.
INTELLECTUAL PROPERTY.
We do not have any trademarks, patents, licenses, royalty agreements, or other
proprietary interest.
GOVERNMENTAL REGULATION ISSUES.
We are not currently affected by direct regulation by any government agency,
other than regulations applicable to businesses generally and laws or
regulations directly applicable to access to or commerce on the Internet.
However, due to the increasing popularity and use of the Internet, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet, covering issues such as user privacy, pricing, and characteristics
and quality of products and services. Furthermore, the growth and development of
the market for Internet commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business over the Internet. The adoption of any additional laws or regulations
may decrease the growth of the Internet, which, in turn, could decrease the
demand for Internet services and increase the cost of doing business on the
Internet. These factors may have an adverse effect on our business, results of
operations and financial condition.
Moreover, the applicability to the Internet of existing laws in various
jurisdictions governing issues, such as sales tax, libel and personal privacy is
uncertain and may take years to resolve. In addition, as our service will be
available over the Internet in multiple states and as we may sell to numerous
residents in various states, such jurisdictions may claim that we are required
to qualify to do business as a foreign corporation in each such state or foreign
country. Our failure to qualify as a foreign corporation in a jurisdiction where
we are required to do so could subject us to taxes and penalties for the failure
to qualify. Any such existing or new legislation or regulation, including state
sales tax, or the application of laws or regulations from jurisdictions whose
laws do not currently apply to our business, could have a material adverse
effect on our business, results of operations and financial condition.
RESEARCH AND DEVELOPMENT.
To date, we have not undergone any research and development.
ENVIRONMENTAL LAW COMPLIANCE.
To any extent which environmental law compliance may be necessary, we do not
anticipate any significant compliance expense.
EMPLOYEES.
We currently have one employee, Kim Namoli, our president and sole director, who
works for 3045 Corporation part-time. We have no employment contracts in place,
and our employee is not a member of a union or affected by labor contracts.
REPORTS TO SECURITY HOLDERS.
After the effective date of this document, we will be a reporting company under
the requirements of the Exchange Act and will file reports and other information
with the SEC in accordance with such requirements. Our annual report will
contain audited financial statements. We are not required to deliver an annual
report to security holders and will not voluntarily deliver a copy of the annual
report to the security holders. Such reports and other information filed by us
will be available for inspection and copying at the public reference facilities
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
YEAR 2000 COMPLIANCE.
We have no computer systems at this time. As a result, we have not encountered
any compliance costs. The Y2K compliance issue is the result of computer
programs being written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive software may
recognize a date using "__00" as the year 1900 rather than 2000. This could
result in a systems failure or miscalculation causing disruption of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities. There may be
parties with whom we may interact in the future who have Y2K compliance issues,
but since we do not anticipate establishing operations until after the
commencement of the Year 2000, if at all, we do not anticipate Y2K compliance
will have a significant effect on 3045 Corporation.
ITEM 17. PLAN OF OPERATIONS
THE DISCUSSION CONTAINED IN THIS PROSPECTUS CONTAINS "FORWARD-LOOKING
STATEMENTS" THAT INVOLVE RISK AND UNCERTAINTIES. THESE STATEMENTS MAY BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES,"
"EXPECTS," "MAY," "WILL," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE OF SUCH
TERMINOLOGY OR SIMILAR EXPRESSIONS OR BY DISCUSSIONS OF STRATEGY. THE CAUTIONARY
STATEMENTS MADE IN THIS PROSPECTUS SHOULD BE READ AS BEING APPLICABLE TO ALL
RELATED FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR IN THIS PROSPECTUS. OUR
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS PROSPECTUS.
IMPORTANT FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE
THOSE DISCUSSED UNDER THE CAPTION ENTITLED "RISK FACTORS," AS WELL AS THOSE
DISCUSSED ELSEWHERE IN THIS REGISTRATION STATEMENT.
We are a development stage company without operations or revenues. We are unable
to satisfy our cash requirements without the financial support of our
management. We have received $15,500 thus far from our management as capital
contributions to our business. We anticipate that we will meet our cash
requirements for the foreseeable future through financial support of our
management. Any contributions of funds from our management will be accomplished
through interest bearing promissory notes between our company and management.
There is a note payable from us to our principal shareholder with an outstanding
balance due of $15,500 as of November 30, 1999. The note is unsecured, due on
demand, and provides for 12% annual interest. No promissory notes are currently
in effect. We have not determined the amount of funds that will be necessary for
management to contribute at this time.
Over the next twelve months, we plan to develop a web site through which we will
provide mortgage related information. We will require additional funds to
develop our website. We plan raise additional funds. We have not yet determined
how we plan to obtain these additional funds and there is no assurance that we
will be able to obtain financing for our business development. If adequate funds
are not available to us, we believe that our business development will be
adversely affected.
Until such time as we develop our website, if ever, we will not have revenues
from our operations. We anticipate that if our website becomes operational, we
will generate revenues from the sale of subscriptions to the website and though
the sale of advertisements. There is no assurance that we will be successful in
selling subscriptions or advertising for our website. We have no other sources
of revenue. As such, if we are not successful in this regard, we will be unable
to achieve revenues under our current business plan.
If our company or its management receives funds from the sales of the securities
by the selling security shareholders, those persons may have conducted an
illegal distribution of our securities and may be deemed underwriters.
Accordingly, they will have liability for any material misrepresentions or
omissions in this document and otherwise in the offer and sale of securities.
We do not anticipate significant research and development expenses over the next
twelve months. We do not expect to purchase or sell any plant and significant
equipment or make any significant changes in the number of employees over the
next twelve months.
ITEM 18. DESCRIPTION OF PROPERTY
Our executive offices are located at 3045 N. Federal Highway, Suite 60, Fort
Lauderdale, Florida 33306 , where we share space with a Company owned by our
President, Kim Naimoli. The space is approximately 400 square feet total, of
which we occupy a small portion without charge. We feel that this space is
adequate for our needs at this time, and we feel that we will be able to locate
adequate space in the future, if needed, on commercially reasonable terms.
ITEM 19. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the sale of shares to our President and Director, Kim Naimoli, we
have not entered into any transactions with our officers, directors, persons
nominated for such positions, beneficial owners of 5% or more of our common
stock, or family members of such persons. We are not a subsidiary of any other
company. Our President, Kim A. Naimoli, was our only promoter.
ITEM 20. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information.
Our common stock is not traded on any exchange. We plan to eventually seek
listing on the OTCBB, once this registration statement has cleared comments of
the SEC, if ever. There is no guarantee that we will obtain such listing. There
is no trading activity in our securities, and there can be no assurance that a
regular trading market for our common stock will ever be developed.
Holders.
As of December 16, 1999, there were approximately 32 holders of record of our
common stock.
Dividends.
We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payment of dividends will depend on our earnings and financial position
and such other factors, as the Board of Directors deems relevant.
ITEM 21. EXECUTIVE COMPENSATION
No executive compensation has been paid since our inception.
ITEM 22. FINANCIAL STATEMENTS
Statements included in this report that do not relate to present or historical
conditions are "forward-looking statements." Additional oral or written
forward-looking statements may be made by 3045 Corporation from time to time and
such statements may be included in documents other than this Report that are
filed with the Commission. Such forward-looking statements involve risks and
uncertainties that could cause results or outcomes to differ materially from
those expressed in such forward-looking statements. Forward-looking statements
in this report and elsewhere may include, without limitation, statements
relating to our plans, strategies, objectives, expectations, intentions and
adequacy of resources.
ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The accounting firm of Dohan and Company, CPAs, P.A. audited our financial
statements. Since inception, we have had no changes in or disagreements with our
accountants.
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation provide that, to the fullest extent permitted by
law, none of our directors or officers shall be personally liable to us or our
shareholders for damages for breach of any duty owed to our shareholders or us.
Florida law provides that a director shall have no personal liability for any
statement, vote, decision or failure to act, regarding corporate management or
policy by a director, unless the director breached or failed to perform the
duties of a director. A company may also protect its officers and directors from
expenses associated with litigation arising from or related to their duties,
except for violations of criminal law, transactions involving improper benefit
or willful misconduct. In addition, we shall have the power, by our by-laws or
in any resolution of our stockholders or directors, to undertake to indemnify
the officers and directors of ours against any contingency or peril as may be
determined to be in our best interest and in conjunction therewith, to procure,
at our expense, policies of insurance. At this time, no statute or provision of
the by-laws, any contract or other arrangement provides for insurance or
indemnification of any of our controlling persons, directors or officers that
would affect his or her liability in that capacity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table is an itemization of all expenses, without consideration to
future contingencies, incurred or expected to be incurred by 3045 Corporation in
connection with the issuance and distribution of the securities being offered by
this registration statement. Items marked with an asterisk (*) represent
estimated expenses. We have agreed to pay all the costs and expenses of this
offering. Selling Security Holders will pay no offering expenses.
ITEM EXPENSE
SEC Registration Fee $ 14.41
Legal Fees and Expenses $ 12,500.00
Accounting Fees and Expenses $ 1,700.00
Miscellaneous* $ 2,500.00
========================================================
Total* $ 16,714.41
* Estimated Figure
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
From October through November 1999, we issued 1,037,000 shares of our common
stock pursuant to an exemption from registration provided in Rule 506 of
Regulation D of the Securities Act of 1933, as amended. We believed that Rule
506 of Regulation D was available as we only sold to accredited investors, no
general solicitation or advertising was used to offer the securities, and all
securities were issued with restrictive legend. In addition, we filed a Form D
with the Securities and Exchange Commission. Of these shares, we issued 950,000
shares of our common stock to our founder, Kim Naimoli for services rendered to
3045 Corporation. The compensation to our founder was issued in connection with
his duties as the founder of the company, including his conceptualization of our
business, organizational matters and development of our business plan. We issued
50,000 shares of our common stock as compensation for services rendered to 3045
Corporation. We issued 32,000 shares of our common stock at a price of $.05 per
share or aggregate cash proceeds of $1,600.
ITEM 27. EXHIBITS
- ------------------- ------------------------------------------------------------
Exhibit Number Exhibit Description
- ------------------- ------------------------------------------------------------
- ------------------- ------------------------------------------------------------
3.1 Articles of Incorporation
- ------------------- ------------------------------------------------------------
- ------------------- ------------------------------------------------------------
3.2 Bylaws
- ------------------- ------------------------------------------------------------
- ------------------- ------------------------------------------------------------
4 Instrument Defining the Right of Holders - Share Certificate
- ------------------- ------------------------------------------------------------
- ------------------- ------------------------------------------------------------
5 Legal Opinion
- ------------------- ------------------------------------------------------------
- ------------------- ------------------------------------- ----------------------
24 Consents of Experts
- ------------------- ------------------------------------------------------------
- ------------------- ------------------------------------------------------------
27 Financial Data Schedule
- ------------------- ------------------------------------------------------------
ITEM 28. UNDERTAKINGS
The undersigned Registrant undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to: a. Include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; b.
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement;
c. Include any additional or changed material information on the plan of
distribution.
2. That, for determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
3. To file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering. 4. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
5. In the event that a claim for indemnification against such liabilities, other
than the payment by the Registrant of expenses incurred and paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding, is asserted by such director, officer or controlling
person in connection with the securities being registered by this registration
statement, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing of Form SB-2 and authorized this registration
statement to be singed on its behalf by the undersigned, in the City of Fort
Lauderdale, State of Florida on February 8, 2000.
3045 Corporation
/s/Kim Naimoli
By: Kim A. Naimoli, President/Secretary/Treasurer
(principal executive officer)
Date: February 8, 2000
In accordance with the requirements of the Securities act of 1933, this
registration statement was signed by the following persons in the capacitated
and on the dates stated.
/s/Kim Naimoli
Kim Naimoli
Title: President/Secretary/Treasurer & Director
(principal executive, financial and accounting
officer)
Date: February 8, 2000
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
The undersigned incorporator, for the purpose of forming a
corporation under the Florida Business Corporation Act, hereby adopts
the following Articles of lncorporation.
ARTICLE I NAME
The name of the corporation shall be
3045 Corporation
ARTICLE II PRINCIPAL OFFICE
The principal place of business and mailing address of this corporation shall
be:
c/o Kim A. Naimoli
3045 N. Federal Highway, Suite 60
Fort Lauderdale, Florida 33306
ARTICLE III
The number of shares of stock that this corporation is authorized to have
outstanding at any one time is: 50,000,000 authorized shares of common stock and
10,000,000 authorized shares of preferred stock.
ARTICLE IV
The name and Florida street address of the initial registered agent is Kim A.
Naimoli, 3045 N. Federal Hwy, Suite 60, Fort Lauderdale, FL 33306.
ARTICLE V
The name and address of the incorporator to these Articles of Incorporation is
Kim A. Naimoli, 1400 Bayview Drive, Fort Lauderdale, FL 33306.
/s/ Kim A. Naimoli October 25, 1999
Signature/Incorporator Date
Having been named as registered agent and to accept service of process for the
above stated corporation at the place designated in this certificate, I hereby
accept the appointment as registered agent and agree to act in this capacity. I
further agree to comply with the provisions of all statues relating to the
proper and complete performance of my duties, and I am familiar with and accept
the obligations of my position as registered agent.
/s/ Kim A. Naimoli October 25, 1999
Registered agent Date
EXHIBIT 3.2 BYLAWS
BYLAWS
OF
3045 CORPORATION
ARTICLE I - OFFICES
SECTION l. PRINCIPAL PLACE OF BUSIHESS
The initial location of the principal place of business of the corporation
shall be as specified in the articles of incorporation and may be changed from
time to time by resolution of the board of directors. It may be located at any
place within or outside the State of Florida. [BCA Sec. 607.0202(b)] The
principal place of business of the corporation shall also be known as the
principal office of the corporation
SECTION 2. OTHER OFFICES
The corporation may also have offices at such other places as the board of
directors may from time to time designate, or as the business of the corporation
may require
ARTICLE II - SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS
All meetings of the shareholders shall be held at the principal place of
business of the corporation or at such other place, within or outside the state
of Florida, as may be determined by the board of directors. [BCA Secs.
607.0701(2) & 607.0702(2)]
SECTION 2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the of the month of
in each year. at o'clock M., at which time the shareholders shall elect a board
of directors and transact any other proper business. If this date falls on a
legal holiday, then the meeting shall be held on the following business day at
the same hour. [BCA Sec. 607.0701(1)]
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be cal1ed by the board of
directors or by the shareholders. In order for a special meeting to be called by
the shareholders, 10 percent or more of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting shall sign, date
and deliver to the secretary one or more written demands for the meeting
describing the purpose or purposes for which it is to be held. [BCA Sec.
607.0702] The secretary shall issue the call for special meetings unless the
president, the board or directors or the shareholders designate another person
to make the call.
SECTION 4. NOTICE OF MEETINGS
Notice of all shareholders' meetings, whether annual or special, shall be
given to each shareholder of record entitled to vote at such meeting no fewer
than 10 or more than 60 days before the meeting date. The notice shall include
the date, time and place of the meeting and in the case of a special meeting the
purpose or purposes for which the meeting is called. Only the business within
the purpose or purposes included in the notice of special meeting may be
conducted at a special shareholders' meeting. Notice of shareholders' meetings
may be given orally or in writing, by or at the direction of the president, the
secretary or the officer or persons calling the meeting Notice of meetings may
be communicated in person; by telephone, telegraph, teletype, facsimile machine,
or other form of electronic communication; or by mail. If mailed, notice shall
be deemed to be delivered when deposited in the United States mail, addressed to
the shareholder at the shareholder's address as it appears on the stock transfer
books of the corporation, with postage prepaid. When a meeting is adjourned to a
different date, time or place, it shall not be necessary to give any notice of
the adjourned meeting if the new date, time or place is announced at the meeting
at which the adjournment is taken, and any business may be transacted at the
adjourned meeting that might have been transacted on the original date of the
meeting. If, however, after the adjournment, the board fixes a new record date
for the adjourned meeting, notice of the adjourned meeting in accordance with
the preceding paragraphs of this bylaw shall be given to each person who is a
shareholder as of the new record date and is entitled to vote at such meeting.
[BCA Secs. 607.0141 & 607.0705]
SECTION 5. WAIVER OF NOTICE
A shareholder may waive any notice required by the Business Corporation
Act, the articles of incorporation or these bylaws before or after the date and
time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. Neither the
business to be transacted at nor the purpose of any annual or special meeting of
the shareholders need be specified in any written waiver of notice. [BCA Sec.
607.0706(1)]
SECTION 6. ACTION WITHOUT MEETING
Any action which is required by law to be taken at an annual or special
meeting of shareholders, or any action which may be taken at any annual or
special meeting of shareholders, may be taken without a meeting, without prior
notice, and without a vote if one or more written consents, setting forth the
action so taken, shall be dated and signed by the holders of outstanding shares
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. Written consents shall not be effective to take
corporate action unless, within 60 days of the date of the earliest written
consent relating to the action, the signed written consents of the number of
holders required to take the action are delivered to the corporation. Within 10
days after obtaining any such authorization by written consent, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action. The notice shall fairly summarize the material
features of the authorized action. [BCA Sec. 607.0704]
SECTION 7. QUORUM AND SHAREHOLDER ACTION
A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. Unless otherwise
provided under law, the articles of incorporation or these bylaws, if a quorum
is present, action on a matter, other than the election of directors, shall be
approved if the votes cast by the holders of the shares represented at the
meeting and entitled to vote favoring the action exceed the votes cast opposing
the action. Directors shall be elected by a plurality of the votes cast by the
shares entitled to Vote in the election at a meeting at which a quorum is
present. After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to Vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof. [BCA Secs.607.0727 & 607.0728]
SECTION 8. VOTING OF SHARES
Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders, except as may be provided
under law or the articles of incorporation. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or the shareholder's
duly authorized attorney-in-fact. At each election of directors, each
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by the shareholder, for as many
persons as there are directors to be elected at that time and for whose election
the shareholder has a right to vote. [BCA Secs. 607.0721 & 607.0728]
SECTION 9. PROXIES
A shareholder, or the shareholder's attorney in fact, may appoint a proxy
to vote or otherwise act for the shareholder. An executed telegram or cablegram
appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of an appointment form, shall be a
sufficient appointment form. An appointment of a proxy is effective when
received by the secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for up to 11 months unless a longer period is
specified in the appointment form. An appointment of a proxy is revocable by the
shareholder unless the appointment form conspicuously states that it is
revocable and the appointment is coupled with an interest as provided in Section
607.0722(5) of the Business Corporation Act. [BCA Sec. 607.0722]
SECTION 10. RECORD DATE FOR DETERMINING SHAREHOLDERS
The board of directors may fix in advance a date as the record date for the
purpose of determining shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote, or to take any other action. In
no event may a record date fixed by the board of directors be a date preceding
the date upon which the resolution fixing the record date is adopted. A record
date may not be specified to be more than 70 days before the meeting or action.
Unless otherwise specified by resolution of the board of directors, the
following record dates shall be operative:
1. The record date for determining shareholders entitled to demand a
special meeting is the date the first shareholder delivers the shareholder's
demand to the corporation.
2. If no prior action is required by the board of directors pursuant to the
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is the date the first signed written consent
relating to the proposed action is delivered to the corporation.
3. If prior action is required by the board of directors pursuant to the
Business Corporation Act, the record date for determining shareholders entitled
to take action without a meeting is at the close of business on the day on which
the board of directors adopts the resolution taking such prior action.
4. The record date for determining shareholders entitled to notice of and
to vote at a meeting of shareholders is at the close of business on the day
before the first notice is delivered to the shareholders. [BCA Sec. 6O7.0707]
SECTION 11. SHAREHOLDERS' LIST
After a record date is fixed or determined in accordance with these bylaws,
the secretary shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting. The list
shall show the addresses of, and the number and class and series, if any, of
shares held by, each person. The shareholders' list shall be available for
inspection by any shareholder for a period of 10 days prior to the meeting, or
such shorter time as exists between the record date and the meeting, and
continuing through the meeting, at the corporation's principal place of
business. [BCA Sec. 607.0720]
ARTTCLE III - DIRECTORS
SECTION 1. POWERS
Except as may be otherwise provided by law or the articles of
incorporation, all corporate powers shall be exercise6 by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, the board of directors [BCA Sec. 607.0801(2)] A director who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken shall be deemed to have assented to the
action taken unless:
1. The director votes against or abstains from the action taken; or
2. The director objects at the beginning of the meeting, or promptly upon
the director's arrival, to holding the meeting or transacting specified business
at the meeting. [BCA Sec. 607.0824(4)]
The board of directors shall have the authority to fix the compensation of
directors. [BCA Sec. 607.08101]
SECTION 2. QUALIFICATION AND NUMBER
Directors shall be individuals who are 18 years of age or older but need
not be residents of Florida or shareholders of this corporation. [BCA Sec.
607.0802] The authorized number of directors shall be one (1). This number may
be increased or decreased from time to time by amendment to these bylaws, but no
decrease shall have the effect of shortening the term of any incumbent director.
[BCA Secs. 607.0803 & 607.0805(3)]
SECTION 3. ELECTION AND TENURE OF OFFICE
The directors shall be elected at each annual meeting of the shareholders
and each director shall hold office until the next annual meeting of
shareholders and until the director's successor has been elected and qualified,
or until the director's earlier resignation or removal from office. [BCA Secs.
607.0803(3) & BCA Sec. 607.0805]
SECTION 4. VACANCIES
Unless otherwise provided in the articles of incorporation, any vacancy
occurring in the board of directors, including any vacancy created by reason of
an increase in the number of directors, may be filled by the affirmative vote of
a majority of the remaining directors, though less than a quorum of the board of
directors, or by the shareholders. [BCA Sec. 607.0809(1)] A director elected to
fill a vacancy shall hold office only until the next shareholders' meeting at
which directors are elected. [BCA Secs. 607.0805(4)]
SECTION 5. REMOVAL
Unless the articles of incorporation provide that a director may only be
removed for cause, at a meeting of shareholders called expressly for that
purpose, one or more directors may be removed, with or without cause, if the
number of votes cast to remove the director exceeds the number of votes cast not
to remove the director. [BCA Sec. 607.0808]
SECTION 6. PLACE OF MEETINGS
Meetings 0f the board of directors shall be held at any place, within or
without the State of Florida, which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal place of business of the corporation or as may be designated from time
to time by resolution of the board of directors. The board of directors may
permit any or all directors to participate in meetings by, or conduct the
meeting through the use of, any means of communication by which all directors
participating can simultaneously hear each other during the meeting. [BCA
Sec.607.0820] <PAGE>
SECTION 7. ANNUAL AND REGULAR MEETINGS
An annual meeting of the board of directors shall be held without call or
notice immediately after and at the same place as the annual meeting of the
shareholders. Other regular meetings of the board of directors shall be held at
such times and places as may be fixed from time to time by the board of
directors. Call and notice of these regular meetings shall not be required. [BCA
Secs. 607.0820(1) & 607.0822(1)]
SECTION 8. SPECIAL MEETINGS AND NOTICE REQUIREMENTS
Special meetings of the board of directors may be called by the chairman of
the board or by the president and shall be preceded by at least P. days' notice
of the date, time, and place of the meeting. Unless otherwise required by law,
the articles of incorporation or these bylaws, the notice need not specify the
purpose of the special meeting. (SCA Sec. 607.0822(2)] Notice of directors'
meetings may be given orally or in writing, by or at the direction of the
president, the secretary or the officer or persons calling the meeting. Notice
of meetings may be communicated in person; by telephone, telegraph, teletype,
facsimile machine, or other form of electronic communication; or by mail. If
mailed, notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the director at the director's current address on file
with the corporation, with postage prepaid. [BCA Sec. 607.0141] If any meeting
of directors is adjourned to another time or place, notice of any such adjourned
meeting shall be given to the directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other directors. [BCA Secs.
607.0820(2)]
SECTION 9. QUORUM
A majority of the authorized number of directors shall constitute a quorum
for all meetings of the board of directors. [BCA Sec. 607.0824]
SECTION 10. VOTING
If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present at the meeting shall be the act of the board of
directors. A director of the corporation who is present at a meeting of the
board of directors when corporate action is taken shall be deemed to have
assented to the action taken unless:
1. The director objects at the beginning of the meeting, or promptly upon
arriving, to holding the meeting or transacting specified business at the
meeting; or
2. The director votes against or abstains from the action taken. [BCA Sec.
607.0824]
<PAGE>
SECTION 11. WAIVER OF NOTICE
Notice of a meeting of the board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objections to the place of the meeting,
or the manner in which it has been called or convened, except when a director
states, at the beginning at the meeting or promptly upon arrival at the meeting,
any objection to the transaction of business because the meeting is not lawfully
called or convened. [BCA Sec. 607.0823]
SECTION 12. ACTION WITHOUT MEETING
Any action required or permitted to be taken at a board of directors'
meeting or committee meeting may be taken without a meeting if the action is
taken by all members of the board of directors or of the committee. The action
must be evidenced by one or more written consents describing the action taken
and signed by each director or committee member. [BCA Sec. 607.0821]
ARTICLE IV - OFFICERS
SECTION 1. OFFICERS
The officers of the corporation shall consist of a president, a secretary,
a treasurer, and such other officers as the board of directors may appoint. A
duly appointed officer 'nay appoint one or more officers or assistant officers
if authorized by the board of directors . The same individual may simultaneously
hold more than office in the corporation. Each officer shall have the authority
and shall perform the duties set forth in these bylaws and, to the extent
consistent with these bylaws, shall have such other duties and powers as may be
determined by the board of directors or by direction of any officer authorized
by the board of directors to prescribe the duties of other officers. (BCA Secs.
607.08401 & 607.0841]
SECTION 2. ELECTION
All officers of the corporation shall be elected or appointed by, and serve
at the pleasure of, the board of directors. The election or appointment of an
officer shall not itself create contract rights. [BCA Secs. 607.08401 &
607.0843]
SECTION 3. REMOVAL, RESIGNATION AND VACANCTES
An officer may resign at any time by delivering notice to the corporation.
A resignation is effective when the notice is delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date and the corporation accepts the future effective date, the board of
directors may fill the pending vacancy before the effective date if the board
provides that the successor does not take office until the effective date. The
board of directors may remove any officer at any time with or without cause. Any
officer or assistant officer, if appointed by another officer, may likewise be
removed by such officer. An officer's removal shall not affect the officer's
contract rights, if any, with the corporation. An officer's resignation shall
not affect the corporation's contract rights, if any, with the officer. (BCA
Secs. 607.0842 & 607.0843] Any vacancy occurring in any office may be filled by
the board of directors.
SECTION 4. PRESIDENT
The president shall be the chief executive officer and general manager of
the corporation and shall, subject to the direction and control of the board of
directors, have general supervision, direction, and control of the business and
affairs of the corporation. He shall preside at all meetings of the shareholders
if present thereat and be an ex-officio member of all the standing committees,
including the executive committee, if any, and shall have the general powers and
duties of management usually vested in the office of president of a corporation.
In the absence or disability of the president, the vice president, if any, shall
perform all the duties of the president and, when so acting, shall have all the
powers of, and be subject to all the restrictions imposed upon, the president.
SECTION 5. SECRETARY
(a) The secretary shall be responsible for preparing, or causing
to be prepared, minutes of all meetings of directors and shareholders
and for authenticating records of the corporation.[BCA Sec.
607.084Ol(3)]
(b) The secretary shall keep, or cause to be kept, at the
principal place of business of the corporation, minutes of all
meetings of the shareholders or the board of directors; a record of
all actions taken by the shareholders or the board of directors
without a meeting for the past three years; and a record of all
actions taken by a committee of the board of directors in place of the
board of directors on behalf of the corporation (BCA Sec. 607.l6Ol(l)]
(c) Minutes of meetings shall state the date, time and place of
the meeting; whether regular or special; how called or authorized; the
notice thereof given or the waivers of notice received; the names of
those present at directors' meetings; the number of shares present or
represented at shareholders' meetings; and an account of the
proceedings thereof.
(d) The secretary shall maintain, at the principal place of
business of the corporation, a record of its shareholders, showing the
names of the shareholders and their addresses, the number, class, and
series, if any, held by each, the number and date of certificates
issued for shares, and the number and date of cancellation of every
certificate surrendered for cancellation. [BCA Sec. 607.1601(1)]
(e) The secretary shall make sure that the following papers and
reports are included in the secretary's records kept at the principal
place of business of the corporation:
1. The articles or restated articles of incorporation and all
amendments to them currently in effect;
2. The bylaws or restated bylaws and all amendments to them
currently in effect;
3. Resolutions adopted by the board of directors creating one or
more classes or series of shares and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to those
resolutions are outstanding;
4. Minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting for the past 3 years;
5. Written communications to all shareholders generally of all
shareholders of a class or series within the past 3 years, including
the financial statements furnished for the past 3 years under Article
VI, Section 2 of these bylaws and any reports furnished during the
last 3 years under Article VI, Section 3 of these bylaws;
6. A list of the names and business street addresses of current
directors and officers; and
7. The corporation's most recent annual report delivered to the
Department of State under Article VI, Section 4 of these bylaws. [BCA
Sec. 607.1601(5)]
The secretary shall give, or cause to be given, notice of all
meetings of shareholders and directors required to be given by law or
by the provisions of these bylaws.
The secretary shall have charge of the seal of the corporation.
In the absence or disability of the secretary, the assistant
secretary, or, if there is none or more than one, the assistant
secretary designated by the board of directors, shall have all the
powers of, and be subject to all the restrictions imposed upon, the
secretary.
SECTION 6. TREASURER
The treasurer shall have custody of the funds and securities of
the corporation and shall keep and maintain, or cause to be kept and
maintained, at the principal business office of the corporation,
adequate and correct books and records of accounts of the income,
expenses, assets, liabilities, properties and business transactions of
the corporation. {BCA Sec. 607.1601(2)]
The treasurer shall prepare, or cause to be prepared, and shall
furnish to shareholders, the annual financial statements and other
reports required pursuant to Article VI, Sections 2 and 3 of these
bylaws. The treasurer shall deposit monies and other valuables in the
name and to the credit of the corporation with such depositories as
may be designated by the board of directors. The treasurer shall
disburse the funds of the corporation in payment of the lust demands
against the corporation as authorized by the board of directors and
shall render to the president and directors, whenever requested, an
account of all his or her transactions as treasurer and of the
financial condition of the corporation.
In the absence or disability of the treasurer, the assistant
treasurer, if any, shall perform all the duties of the treasurer and,
when so acting, shall have all the powers of and be subject to all the
restrictions imposed upon the treasurer.
SECTION 7. COMPENSATION
The officers of this corporation shall receive such compensation
for their services as may be fixed by resolution of the board of
directors.
ARTICLE V - EXECUTIVE AND OTHER COMMITTEES
SECTION 1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD
The board of directors may, by resolution adopted by a majority
of the authorized number of directors, designate from its members an
executive committee and one or more other committees each of which, to
the extant provided in such resolution, the articles of incorporation
or these bylaws, shall have and may exercise the authority of the
board of directors, except that no such committee shall have the
authority to:
1. Approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders
2. Fill vacancies on the board of directors or any committee
thereof.
3. Adopt, amend, or repeal the bylaws.
4. Authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the board of
directors.
5. Authorize or approve the issuance or sale or contract for the
sale of shares, or determine the designation and relative rights,
preferences, and limitations of a voting group except that the board
of directors may authorize a committee (or a senior executive officer
of the corporation) to do so within limits specifically prescribed by
the board of directors. Each such committee shall have two or more
members who serve at the pleasure of the board of directors. The
board, by resolution adopted by a majority of the authorized number of
directors, may designate one or more directors as alternate members of
any such committee who may act in the place and stead of any absent
member or members at any meeting or such committee. The provisions of
law, the articles of incorporation and these bylaws that govern
meetings, notice and waiver of notice, and quorum and voting
requirements of the board of directors shall apply to such committees
of the board and their members as well. Neither the designation of any
such committee, the delegation thereto of authority, nor act-ion by
such committee pursuant to such authority shall alone constitute
compliance by any member of the hoard of directors not a member of the
committee in question with the director's responsibility to act in
good faith, in a manner the director reasonably believes to be in the
best interests of the corporation, and with such care as an ordinarily
prudent person in like position would use under similar circumstances.
(BCA Sec. 607.0825]
<PAGE>
ARTICLE VI - CORPORATE BOOKS, RECORDS, AND REPORTS
SECTION 1. BOOKS, RECORDS AUD REPORTS
The corporation shall keep correct and complete books and records
of account; minutes or the proceedings of its shareholders, board of
directors, and committees of directors; a record of its shareholders;
and such other records and reports as are further described in Article
IV, sections 5 and 6 of these bylaws, at the principal place of
business of the corporation. Any books, records, and minutes may be in
written form or in another form capable of being converted into
written form within a reasonable time. [BCA Sec. 607.1601(4)]
SECTION 2. ANNUAL FINANCIAL STATEMENTS FOR SHAREHOLDERS
Unless modified by resolution of the shareholders within 120 days
of the close of each fiscal year, the corporation shall furnish its
shareholders annual financial statements which may be consolidated or
combined statements of the corporation and one or more of its
subsidiaries, as appropriate, that include a balance sheet as of the
end of the fiscal year, an income statement for that year, and a
statement of cash flow for that year. If financial statements are
prepared on the basis of generally accepted accounting principles, the
annual financial statements must also be prepared on that basis. If
the annual financial statements are reported upon by a public
accountant, the accountant's report must accompany them. If not, the
statements must be accompanied by a statement of the president or the
person responsible for the corporation's accounting records:
1. Stating the person's reasonable belief whether the statements
were prepared on the basis of generally accepted accounting principles
and, if not, describing the basis or preparation, and
2. Describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements
prepared for the preceding year.
The corporation shall mail the annual financial statements to
each shareholder within 120 days after the close of each fiscal year
or within such additional time thereafter as is reasonably necessary
to enable the corporation to prepare its financial statements if, for
reasons beyond the corporation's control, it is unable to prepare its
financial statements within the prescribed period. Thereafter, on
written request from a shareholder who was not mailed the statements,
the corporation shall mail the shareholder the latest financial
statements. [BCA Sec. 6O7.l620] Copies of the annual financial
statements shall be kept at the principal place of business of the
corporation for at least 5 years, and shall be subject to inspection
during business hours by any shareholder or holder of voting trust
certificates, in person or by agent.
SECTION 3. OTHER REPORTS TO SHAREHOLDERS
If the corporation indemnities or advances expenses to any
director, officer, employee, or agent, other than by court order or
action by the shareholders or by an insurance carrier pursuant to
insurance maintained by the corporation, the corporation shall report
the indemnification or advance in writing to the shareholders with or
before the notice of the next shareholders' meeting, or prior to such
meeting if the indemnification or advance occurs after the giving of
such notice but prior to the time that such meeting is held. The
report shall include a statement specifying the persons paid, the
amounts paid, and the nature and status at the time of such payment of
the litigation or threatened litigation. (SCA Sec. 607.1621(1)] If the
corporation issues or authorizes the issuance of shares for promises
to render services in the future, the corporation shall report in
writing to the shareholders the number of shares authorized or issued,
and the consideration received by the corporation, with or before the
notice of the next shareholders' meeting. [BCA Sec. 607.1621(2)]
SECTION 4. ANNUAL REPORT TO DEPARTMENT OF STATE
The corporation shall prepare and deliver an annual report form
to the Department of State each year within the time limits imposed,
and containing the information required, by section 607.1622 of the
Business Corporation Act.
SECTION 5. INSPECTION BY SHAREHOLDERS
(a) A shareholder of the corporation is entitled to inspect and
copy, during regular business hours at the corporation's principal
office, the records of the corporation described in Article IV,
Section 5(e) of these bylaws if the shareholder gives the secretary
written notice of the shareholder's demand at least 5 business days
before the date on which the shareholder wishes to inspect and copy.
(b) A shareholder of this corporation is entitled to inspect and
Copy, during regular business hours at a reasonable location specified
by the corporation, any of the following records of the corporation if
the shareholder meets the requirements of subsection (c) below and
gives the corporation written notice of the shareholder's demand at
least S business days before the date on which the shareholder wishes
to inspect and copy:
1. Excerpts from minutes of any meeting of the board of
directors, records of any action of a committee at the board of
directors while acting in place of the board of directors on behalf of
the corporation, minutes of any meeting of the shareholders, and
records of action taken by the shareholders or board of directors
without a meeting, to the extent not subject to inspection under
subsection (a) above;
2. Accounting records of the corporation;
3. The record of shareholders; and
4. Any other books and records of the corporation.
(c) A shareholder may inspect and copy the records described in
subsection (b) above only if
1. The shareholder's demand is made in good faith and for a
purpose reasonably related to the shareholder's interest as a
shareholder;
2. The demand describes with reasonable particularity the
shareholder's purpose and the records the shareholder desires to
inspect; and
3. The records requested are directly connected with the
shareholder's purpose.
(d) This section of the bylaws does not affect:
1. The right of a shareholder to inspect and copy records under
Article II, Section 11 of these bylaws; 2. The power of a court,
independently of the Business Corporation Act, to compel the
production of corporate records for examination. [BCA Sec. 607.1602]
SECTION 6. INSPECTION BY DIRECTORS
Every director shall have the absolute right at: any reasonable
time to inspect and copy all books, record, and documents, of every
kind of the corporation and to inspect the physical properties of the
corporation. Such inspection by a director may be made in person or by
agent or attorney. The right of inspection includes the right to copy
and make extracts.
ARTICLE VII - INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION UNDER BCA SECTION 607.0850
The corporation shall have the power to indemnify any director,
officer, employee, or agent of the corporation as provided in Section
607.0850 of the Business Corporation Act.
SECTION 2. ADDITIONAL INDEMNIFICATION
The corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees,
or agents, under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in the
person's official capacity and as to action in another capacity while
holding such office. However, such further indemnification or
advancement of expenses shall not be made in those instances specified
in Section 607.0850 (7)(a-d) of the business Corporation Act.
SECTION 3. COURT ORDERED INDEMNIFICATION
Unless otherwise provided by the articles of incorporation,
notwithstanding the failure of the corporation to provide
indemnification, and despite any contrary determination of the board
or of the shareholders in the specific case, a director, officer,
employee, or agent at the corporation who is or was a party to a
proceeding may apply for indemnification or advancement of expenses,
or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction in accordance with
Section 607.0850(9) of the Business Corporation Act.
SECTION 4. INSURANCE
The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation against any liability asserted
against the person and incurred by the person in any such capacity or
arising out of the person's status as such, whether or not the
corporation would have the power to indemnify the person against such
liability under provisions of law. [BCA Sec. 607.0850(12)]
<PAGE>
ARTICLE VIII - SHARES
SECTION 1. ISSUANCE OF SHARES
The board of directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or
benefit to the corporation, including cash, promissory notes, services
performed, promises to perform services evidenced by a written
contract, or other securities of the corporation. Before the
corporation issues shares, the board of directors shall determine that
the consideration received or to be received for shares to be issued
is adequate. That determination by the board of directors is
conclusive insofar as the adequacy of consideration for the issuance
of shares relates to whether the shares arc validly issued, fully
paid, and nonassessable. When the corporation receives the
consideration for which the board of directors authorized the issuance
of shares, the shares issued therefore are fully paid and
nonassessable. Consideration in the form of a promise to pay money or
a promise to perform services is received by the corporation at the
time of the making of the promise, unless the agreement specifically
provides otherwise. The corporation may place in escrow shares issued
for a contract for future services or benefits or a promissory note,
or make other arrangements to restrict the transfer of the shares, and
may credit distributions in respect of the shares against their
purchase price, until the services are performed, the note is paid, or
the benefits received. If the services are not performed, the shares
escrowed or restricted and the distributions credited may be canceled
in whole or part. [BCA Sec. 607.0621]
SECTION 2. CERTIFICATES
After shares in the corporation have been fully paid, the holder
of the shares shall be given a certificate representing the shares. At
a minimum, each share certificate shall state on its face the
following information:
1. the name of the corporation and that the corporation is
organized under the laws of Florida;
2. the name of the person to whom issued;
3. the number and class of shares and the designation of the
series, if any, the certificate represents. Each certificate shall be
signed, either manually or in facsimile, by the president or a vice
president and by the secretary or an assistant secretary of the
corporation on and may bear the seal of the corporation. [BCA Sec.
607.0625]
<PAGE>
ARTICLE IX - DIVIDENDS
SECTION 1. PAYMENT OF DIVIDENDS
The board of directors may authorize, and the corporation may
make, dividends on its shares in cash, property, or its own shares and
other distributions to its shareholders, subject to any restrictions
contained in the articles of incorporation, to the requirements of
sections 607.0623 and 607.06401 of the Business Corporation Act, and
to all applicable provisions of law. [BCA Secs. 607.01401(15),
607.0623(2) & 607.06401(3)]
ARTICLE X - AMENDMENT OF ARTICLES AND BYLAWS
SECTION 1. AMENDMENT OF ARTICLES OF INCORPORATION
The board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders. For the
amendment to be effective:
1. The board of directors must recommend the amendment to the
shareholders, unless the board of directors determines that because of
conflict of interest or other special circumstances it should make no
recommendation and communicates the basis for its determination to the
shareholders with the amendment; and
2. The shareholders entitled to vote on the amendment must
approve the amendment as provided below. The board of directors may
condition its submission of the proposed amendment to the shareholders
on any basis. The shareholders shall approve amendments to the
articles of incorporation by the vote of a majority of the votes
entitled to be cast on the amendment, except as may otherwise be
provided by the articles of incorporation, Sections 607.1003 and
607.1004 of the Business Corporation Act and other applicable
provisions of law, and these bylaws. The corporation shall notify each
shareholder, whether or not entitled to vote, of the proposed
shareholder' meeting to amend the articles of incorporation in
accordance with Article II, section 4 of these bylaws. The notice of
meeting must state that the purpose, or one of the purposes, of the
meeting is to consider the proposed amendment and contain or be
accompanied by a copy or summary of the amendment. Notwithstanding the
above provisions of this section and unless otherwise provided in the
articles of incorporation, if this corporation has 35 or fewer
shareholders then, pursuant to section 607.1002(6) of the Business
Corporation Act, the shareholders may amend the articles of
incorporation without an act of the directors at a meeting of the
shareholders for which the notice of the changes to be made is given.
[BCA Secs 607.1002 - 607.1005]
SECTION 2. AMENDMENT OF BYLAWS
The board of directors may amend or repeal these bylaws unless:
1. The articles of incorporation or the Business Corporation Act
reserves the power to amend the bylaws generally or a particular bylaw
provision exclusively to the shareholders; or
2. The shareholders, in amending or repealing the bylaws
generally or a particular bylaw provision, provide expressly that the
board of directors may not amend or repeal the bylaws or that bylaw
provision. The shareholders may amend or repeal these bylaws even
though the bylaws may also be amended or repealed by the board of
directors. [BCA Sec. 607.1020]
CERTIFICATE
This is to certify that the foregoing is a true and correct copy
of the Bylaws of the corporation named in the title thereto and that
such Bylaws were duly adopted by the board of directors of the
corporation on the date set forth below.
Dated: October 25, 1999 /s/ Kim Naimoli
President
<PAGE>
To be filed.
EXHIBIT 5.
The Law Offices of
Brenda Lee Hamilton, P.A.
555 South Federal Highway, Suite 400
Boca Raton, Florida 33432
(561)416-8956
------------------------
Facsimile: (561)416-2855
E-mail:[email protected]
December 22, 1999
Board of Directors
c/o Kim Naimoli
3045 Corporation
3045 North Federal Highway, Suite 60
Fort Lauderdale, Florida 33306
Re: Shares to be Registered on Form SB-2 (the "Shares")
Dear Ms. Naimoli:
We have acted as counsel for 3045 Corporation, a Florida
corporation (the "Company"), and certain of its shareholders (the
"Selling Shareholders") in connection with the issuance of the Shares
described in the prospectus of the Company dated December 22, 1999
(the "Prospectus"), contained in the Registration Statement on Form
SB-2 of the Company.
In connection with this matter, we have examined the originals or
copies certified or otherwise identified to our satisfaction of the
following:
(a) Articles of Incorporation of the Company, as amended to date;
(b) By-laws of the Company, as amended to date;
(c) Certificates from the Secretary of State of the State of
Florida, dated as of a recent date, stating that the Company is duly
incorporated and in good standing in the State of Florida;
(d) Share Certificate of the Company;
(e) The Registration Statement and all exhibits thereto;
(f) Questionnaires completed and signed by all officers and
directors of the Company.
In addition to the foregoing, we have also relied as to matters
of fact upon the representations made by the Company and their
representatives and upon representations made by the Selling
Shareholders. In addition, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents
submitted to us certified or photostatic copies. Based upon and in
reliance upon the foregoing, and after examination of such corporate
and other records, certificates and other documents and such matters
of law as we have deemed applicable or relevant to this opinion, it is
our opinion that the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation and has full corporate power and
authority to own its properties and conduct its business as described
in the Registration Statement. The authorized capital stock of the
Company consists of 50,000,000 shares of Common Stock, without par
value, of which there are outstanding 1,037,000 shares (including the
Shares), and 10,000,000 shares of Preferred Stock, without par value,
of which none are outstanding. Proper corporate proceedings have been
taken validly to authorize such authorized capital stock and all the
outstanding shares of such capital stock (including the Shares), when
delivered in the manner and/or on the terms described in the
Registration Statement (after it is declared effective), will duly and
validly issued, fully paid and non-assessable. The shareholders of the
Company have no preemptive rights with respect to the Common Stock of
the Company. In addition, we have participated in conferences with
representatives of the Company and accountants for the Company at
which the contents of the Registration Statement and Prospectus and
related matters were discussed. Although we have not verified the
accuracy or completeness of the statements contained in the
Registration Statement or the Prospectus (other than the caption
"Description of Securities"), we advise you that on the basis of
foregoing, we have no reason to believe that either the Registration
Statement or the Prospectus, as of the effective date, contained any
untrue statements of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading (except in each such case for the financial
statements or other financial data contained in the Registration
Statement or Prospectus as to which we are not called upon to and do
not express any opinion). I hereby consent to the reference to my name
in the Registration Statement under the caption "Legal Matters" and to
the use of this opinion as an exhibit to the Registration Statement.
In giving this consent, I do not hereby admit that I come within the
category of a person whose consent is required under Section 7 of the
Securities Act of 1933, or the general rules and regulations
thereunder.
Very truly yours,
/s/ Kristen Thomas
Kristen Thomas, Esq.
For the Firm
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Amendment 1 to
Registration Statement on Form SB-2 of our report dated December 8, 1999.
/s/ Dohan and Company, P.A., CPA's
Dohan and Company, P.A., CPA's.
7700 North Kendall Drive, Suite 204
Miami, Florida 33156
February 8, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE PERIOD ENDED NOVEMBER 30, 1999, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001102065
<NAME> 3045 Corporation
<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> OCT-26-1999
<PERIOD-END> NOV-30-1999
<CASH> 8,331
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,331
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,331
<CURRENT-LIABILITIES> 23,767
<BONDS> 0
0
0
<COMMON> 5,350
<OTHER-SE> (20,786)
<TOTAL-LIABILITY-AND-EQUITY> 8,331
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 20,686
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (20,686)
<INCOME-TAX> 0
<INCOME-CONTINUING> (20,686)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (20,686)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
</TABLE>
EXHIBIT 99
3045 CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
November 30, 1999
F-0
<PAGE>
C O N T E N T S
Page
INDEPENDENT AUDITOR'S REPORT F-2
FINANCIAL STATEMENTS
Balance Sheet F-3
Statement of Loss and Accumulated Deficit During the Development Stage F-4
Statement of Cash Flows F-5
Statement of Deficiency in Assets F-6
NOTES TO FINANCIAL STATEMENTS F-7 - F-9
F-1
<PAGE>
Independent Auditor's Report
Stockholders and Board of Directors
3045 Corporation (A Development Stage Company)
Fort Lauderdale, Florida
We have audited the accompanying balance sheet of 3045 Corporation(A Development
Stage Company), as of November 30, 1999, and the related statements of loss and
accumulated deficit during the development stage, cash flows, and deficiency in
assets for the period from inception (October 26, 1999) to November 30, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 3045 Corporation (A Development
Stage Company) at November 30, 1999, and the results of its operations and its
cash flows for the period from inception (October 26, 1999) to November 30,
1999, 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 4 to the
financial statements, the Company has suffered losses from operations and other
transactions, has a working capital deficiency and has a deficiency in assets
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Dohan and Company, CPA's
December 8, 1999
Miami, Florida
F-2
<PAGE>
3045 CORPORATION
(A Development Stage Company)
BALANCE SHEET
- --------------------------------------------------------------------------------
November 30, 1999
- --------------------------------------------------------------------------------
ASSETS
Cash $ 8,331
- --------------------------------------------------------------------------------
TOTAL ASSETS $ 8,331
================================================================================
LIABILITIES AND DEFICIENCY IN ASSETS
LIABILITIES
Note payable to officer/shareholder $ 15,500
Accrued expenses and other liabilities 8,267
- --------------------------------------------------------------------------------
TOTAL LIABILITIES 23,767
- --------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 6)
DEFICIENCY IN ASSETS
Preferred stock, no par value, 10,000,000 shares authorized;
none outstanding -
Common stock, no par value, 50,000,000 shares authorized,
1,037,000 shares issued and outstanding 5,350
Stock subscriptions receivable (100)
Deficit accumulated during the development stage (20,686)
- --------------------------------------------------------------------------------
TOTAL DEFICIENCY IN ASSETS (15,436)
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 8,331
================================================================================
See accompanying notes.
F-3
<PAGE>
3045 CORPORATION
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOMENT STAGE
- --------------------------------------------------------------------------------
For the period from inception (October 26, 1999) to November 30, 1999
- --------------------------------------------------------------------------------
EXPENSES
Professional fees $ 20,450
Office expenses 219
Other operating expenses 17
- --------------------------------------------------------------------------------
NET LOSS BEFORE INCOME TAXES (20,686)
INCOME TAXES -
- --------------------------------------------------------------------------------
NET LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE $ (20,686)
================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 490,133
================================================================================
BASIC NET LOSS PER SHARE $ (0.04)
================================================================================
See accompanying notes.
F-4
<PAGE>
3045 CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
- --------------------------------------------------------------------------------
For the period from inception (October 26, 1999) to November 30, 1999
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (20,686)
Adjustments to reconcile net loss to net
cash used by operating activities:
Common stock exchanged for services 3,750
Increase in accrued liabilities 8,267
- --------------------------------------------------------------------------------
NET CASH USED BY DEVELOPMENT STAGE OPERATING ACTIVITIES (8,669)
- --------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable to officer/shareholder 15,500
Sale of common stock 1,500
- --------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 17,000
- --------------------------------------------------------------------------------
NET INCREASE IN CASH AND EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE DEVELOPMENT STAGE 8,331
CASH AND EQUIVALENTS - BEGINNING OF PERIOD -
- --------------------------------------------------------------------------------
CASH AND EQUIVALENTS - END OF PERIOD $ 8,331
================================================================================
SUPPLEMENTAL DISCLOSURES
Interest paid $ -
Income taxes paid $ -
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
Common Stock issued for subscription receivable $ 100
================================================================================
See accompanying notes.
F-5
<PAGE>
3045 CORPORATION
(A Development Stage Company)
STATEMENT OF DEFICIENCY IN ASSETS
Accumulated
Deficit
Common Stock Additional Stock During the Total
-------------- Paid-in Subscription Development Deficiency in
Description Shares Amount Capital Receivable Stage Assets
Common stock
issued for
cash 30,000 $ 1,500 $ - $ - $ - $ 1,500
Common stock
exchanged for
services 1,005,000 3,750 - - - 3,750
Issuance of
common stock
for stock
subscription 2,000 100 - (100) - -
Cumulative net
loss for the
period from
inception
(October 26,
1999)to November
30, 1999 - - - - (20,686) (20,686)
- --------------------------------------------------------------------------------
Balance,
November 30,
1999 1,037,000 $ 5,350 $ - $ (100) $ (20,686) $ (15,436)
================================================================================
See accompanying notes.
F-6
<PAGE>
3045 CORPORATION (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
3045 Corporation (A Development Stage Company) (the Company) is a
Florida corporation formed in October 1999, primarily to provide
information services related to the mortgage industry through the
Internet.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results
could differ from those estimates.
Income Taxes
The Company follows Statement of Financial Accounting Standards No.
109 (FAS 109), "Accounting for Income Taxes." FAS 109 is an asset and
liability approach that requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of the
difference in events that have been recognized in the Company's
financial statements compared to the tax returns.
Advertising
Advertising costs will be expensed as incurred.
Basic Net Loss Per Common Share
The Company follows the provisions of FASB Statement No. 128
(SFAS No. 128), "Earnings Per Share." SFAS No. 128 requires companies
to present basic earnings per share (EPS) and diluted EPS, instead of
primary and fully diluted EPS presentations that were formerly
required by Accounting Principles Board Opinion No. 15, "Earnings Per
Share." Basic EPS is computed by dividing net income or loss by the
weighted average number of common shares outstanding during each year.
F-7
<PAGE>
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments
The carrying amount of the Company's financial assets and liabilities
at November 30, 1999, approximate fair value due to the short maturity
of the instruments.
Development Stage Company
The Company has been devoting its efforts to activities such as
raising capital, establishing sources of information, and developing
markets for its planned operations. The Company has not yet generated
any revenues and, as such, it is considered a development stage
company.
NOTE 2. RELATED PARTY TRANSACTIONS
The Company issued 950,000 shares of common stock to the President of
the Company in November 1999, for services as founder. These shares
were issued at a total value of $1,000. These shares are intended to
be registered with the Securities and Exchange Commission.
The Company sold one thousand shares to a related party, through
family relationship, in November 1999. These shares were sold at a a
value of $.05 per share for a total of $50.
Note payable from officer/shareholder at November 30, 1999 was
$15,500. This note is unsecured, due on demand, and provides for
annual interest at 12%.
NOTE 3. INCOME TAXES
At November 30, 1999, the Company had a net operating loss available
for carryforward of approximately $20,700. This loss may be carried
forward to offset federal income taxes in future years through the
year 2019. However, if subsequently there are ownership changes in the
Company, as defined in Section 382 of the Internal Revenue Code, the
Company's ability to utilize net operating losses available before the
ownership change may be restricted to a percentage of the market value
of the Company at the time of the ownership change. Therefore,
substantial net operating loss carryforwards could, in all likelihood,
be limited or eliminated in future years due to a change in ownership
as defined in the Code. The utilization of the remaining carryforwards
is dependent on the Company's ability to generate sufficient taxable
income during the carryforward periods and no further significant
changes in ownership.
The Company computes deferred income taxes under the provisions of
FASB Statement No. 109 (SFAS 109), which requires the use of an asset
and liability method of accounting for income taxes. SFAS No. 109
provides for the recognition and measurement of deferred income tax
benefits based on the likelihood of their realization in future years.
A valuation allowance must be established to reduce deferred income
tax benefits if it is more likely than not that, a portion of the
deferred income tax benefits will not be realized. It is Management's
opinion that the entire deferred tax benefit resulting from the net
operating loss carryforward of $3,103 may not be recognized in future
years. Therefore, a valuation allowance equal to the deferred tax
benefit of $3,103 has been established, resulting in no deferred tax
benefits as of the balance sheet date.
F-8
<PAGE>
NOTE 4. GOING CONCERN AND MANAGEMENT'S PLANS
As shown in the accompanying financial statements, the Company
incurred net losses of $20,686 for the period from inception (October
26, 1999) to November 30, 1999. As a result, the Company has a
negative working capital and a deficiency in assets. The ability of
the Company to continue as a going concern is dependent upon its
ability to obtain financing and achieve profitable operations. The
Company anticipates meeting its cash requirements through the
financial support of its management until a customer base is
developed.
The financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.
NOTE 5. COMMITMENTS AND CONTIGENCIES
Year 2000
The year 2000 issue results from certain computer systems and software
applications that use only two digits (rather than four) to define the
applicable year. As a result, such systems and applications may
recognize a date of "00" as 1900 instead of the intended year 2000,
which could result in data miscalculations and software failures. The
Company does not own any computer systems as of year-end and does not
have any key suppliers. The Company anticipates purchasing Y2K
compliant hardware and software for its business. The Company has been
advised by its financial institution that they are addressing all of
the year 2000 issue and that they expect timely achievement of year
2000 readiness. Thus, the Year 2000 issue is not expected to have a
material impact on the Company's financial position or results of
operations.
Office Space
The Company shares its executive offices with a company owned by the
President of the Company. The Company occupies a small portion of the
total space of 400 square feet, free of charge.
NOTE 6. COMMON STOCK
In November 1999, the Company issued 32,000 shares of common stock at
a stated value of $.05 per share, for a total value of $1,600. A stock
subscription receivable of $100 was recorded at the date of issuance.
NOTE 7. SUBSEQUENT EVENT
The Company is in the process of registering 1,037,000 shares of its
common stock with the Securities and Exchange Commission, under Form
SB-2. This offering is comprised of securities offered by Selling
Security Holders only. Although the Company has agreed to pay all
offering expenses, it will not receive any additional proceeds from
the sale of the Securities offered.
F-9
