Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
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. [ ]
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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 HEREBY 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 IS SUBJECT TO 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.
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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 (the "Company,"
"We," or "Our"), of our securities by the holders thereof (the "Selling Security
Holders") 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 of
the 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.
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TABLE OF CONTENTS
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 11
5. Determination of Offering Price 11
6. Dilution 11
7. Selling Security Holders 12
8. Plan of Distribution 12
9. Legal Proceedings 13
10. Directors, Executive Officers, Promoters and Control Management 13
11. Security Ownership of Certain Beneficial Owners and Management 13
12. Description of Securities 14
13. Interest of Named Experts and Counsel 15
14. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities 15
15. Organization Within Last Five Years N/A
16. Description of Business 15
17. Management's Discussion and Analysis or Plan of Operation 17
18. Description of Property 18
19. Certain Relationships and Related Transactions 18
20. Market for Common Equity and Related Stockholder Matters 18
21. Executive Compensation 18
22. Financial Statements 18
23. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 19
Part II - Information Not Required in Prospectus
24. Indemnification 19
25. Other Expenses of Issuance and Distribution 19
26. Recent Sales of Unregistered Securities 19
27. Exhibits 19
28. Undertakings 20
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ITEM 3. SUMMARY INFORMATION AND RISK FACTORS
References in this document to "us," "we," or "the Company" refers to 3045
Corporation.
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 CERTAIN PROVISIONS OF
THE PROSPECTUS IS INTENDED ONLY FOR CONVENIENT REFERENCE AND DOES NOT PURPORT TO
BE COMPLETE. 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 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 hereby.
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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Statement of Operations. Period from
Inception (October 26, 1999)
to November 30, 1999
Net Sales $ 0
Cost of Sales $ 0
Gross profit $ 0
Operating expenses $ 20,686
Income (loss) from operations $(20,686)
Other expense, net $ 0
Net income (loss) $(20,686)
Net income per common share $(.04)
Balance Sheet. Period from
Inception (October 26, 1999)
to November 30, 1999
Total current assets $ 8,331
Property and equipment, net $ 0
Other assets $ 0
Total Assets $ 8,331
Current liabilities $ 8,267
Due to stockholder/officer $ 15,500
Due to related party $ 0
Total liabilities $ 23,767
Stockholders equity
(deficiency) $(15,436)
Total liabilities and
stockholder equity $ 8,331
RISK FACTORS. AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY
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 a Poor Financial Condition.
We have no operating history and no source of revenues. As such, we have
earned no revenues to date. 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 our profitability. As such, 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
raise working capital, which would have a materially adverse effect on the
development of our operations.
We Are a Development Stage Company with No Operating History.
We plan to develop a website, but have taken no steps toward such
development to date. As such, we have a no operating history upon which
investors can base an evaluation of 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.
Because 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, if ever, to cover our operating costs. 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.
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Such risks include a dependence on key vendors for our website development
and maintenance, an evolving and unpredictable business model, management of
growth, our ability to anticipate and adapt to a developing market, acceptance
by customers of our website as a reliable source of information and the ability
to identify, attract, retain and motivate qualified personnel. There can be no
assurance that we will be successful in doing what is necessary to address these
risks.
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 developed.
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, which would
further increase our losses.
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 hereunder,
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 our Company's securities
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 Over
the Counter Bulletin Board ("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 OTC
Bulletin Board.
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
over-the-counter market ("OTC") 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, managerial, sales and marketing, customer service personnel and
experienced professionals, our business, results of operations and financial
condition could be materially adversely affected.
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If Consumers And Mortgage Broker Businesses Do Not Embrace On-Line Mortgag
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. If the market for
on-line mortgage information fails to develop, or develops more slowly than
expected, our business, results of operations and financial condition would be
materially adversely affected. 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. Any of these factors could have a material adverse
effect on our business, results of operations and financial condition.
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, our business, results of operation and financial condition could be
materially adversely affected, as 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.
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.
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 on our
business, results of operations and financial condition.
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 have a material adverse effect on our business, results of operations and
financial condition.
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The Internet is a Developing Market; Acceptance of the Internet as a medium
for commerce is uncertain. 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 subject to a high level of
uncertainty, 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 fails to develop, develops
more slowly than expected or becomes saturated with competitors, or if Internet
mortgage information and services do not achieve market acceptance, our
business, results of operations and financial condition will be materially
adversely affected.
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 have a material adverse effect on our business, results of
operations and financial condition.
We Will Rely on Third Parties for Internet 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. Continuous or prolonged interruptions
in our website connection or in our telecommunications access would have a
material adverse effect on our business, results of operations and financial
condition.
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, any service interruptions experienced as a result of labor problems
or otherwise could have a material adverse effect on our business, results of
operations and financial condition.
If we are unable to develop and maintain satisfactory relationships with
such third parties on acceptable commercial terms, or the quality of products
and services provided by such third parties falls below a satisfactory standard,
our business, results of operations and financial condition will be materially
adversely affected. We do, however, believe that there are numerous competitive
companies available to meet our service needs.
We Will Be at Risk for Internet Commerce Security Breaches.
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, it could have a material
adverse effect on our business, results of operations and financial condition.
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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 or that failure
to prevent such security breaches will not have a material adverse effect on our
business, results of operations and financial condition.
We Have Substantial Near-Term Capital Needs; We May be Unable to Obtain
Additional Funding.
We currently estimate that we will require funding over the next
twenty-four (24) 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, if at all.
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 have a material adverse effect on our business, financial
condition, and results of operations.
We Have Substantial Long-Term Capital Needs; We May Be Unable to Obtain
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. Our inability to raise capital would
have a material adverse effect on our business, financial condition, results of
operations and any of our business relationships then in existence.
Current Prospectus and State Blue Sky Registration Required.
The purchasers of any securities offered hereby 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 hereby 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 the Company authorizes the issuance
of a maximum of fifty million (50,000,000) shares of common stock without par
value and ten million (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 ten million (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 hereof, 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.
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Potential Anti-takeover Effect of Issuance of Preferred Stock.
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 certain circumstances, could have the effect of
delaying or preventing a change in control of the Company 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,
thereby significantly controlling 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.
We Are Dependent On Key Personnel.
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.
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 materially adversely affect our potential business,
prospects, financial condition, and results of operations.
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 subject to 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 subject to 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.
Business Plan.
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.
Year 2000 Compliance Risk.
We do not expect our operations to commence until after the year 2000
begins. As such, we do not anticipate having a significant Year 2000 compliance
risk. We have not encountered any compliance expenses to date, as we have no
operations.
Computer programs have traditionally been written using two digits rather
than four to define the applicable year. As a consequence, unless modified,
computer systems will not be able to differentiate between the year 2000 and
1900. Failure to address this problem could result in system failures and the
generation of erroneous data.
Conversely, we cannot predict the effect of the year 2000 problem on
entities with which we plan to transact business. There can be no assurance that
the effect of the year 2000 problem on such entities will not have a material
adverse effect on our business, financial condition or results of operations.
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.
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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 1000 0.1%
Bellen, Elliot None 1000 0.1%
Bruno, Jarob N. Related to Affiliate(2) 2000 0.2%
Campanella, Rich None 1000 0.1%
Gazda, Geoffrey None 1000 0.1%
Hamilton, Brenda None 50000 4.8%
Haselmann, Heinz E. None 1000 0.1%
Herbik, Etheleve B. None 1000 0.1%
Herbik, Jeffrey R. None 1000 0.1%
LaBranche, Daniel None 1000 0.1%
Layne, Shanda None 1000 0.1%
Martinez, Roberto None 1000 0.1%
Michels-Hambro, Lynn None 1000 0.1%
Modica, Virginia None 1000 0.1%
Naimoli, Kim Affiliate 950000 92.0%
Naimoli, Mary K. Related to Affiliate (2) 1000 0.1%
Neuman, Kaye Related to Affiliate (2) 1000 0.1%
Parrish, Cary None 1000 0.1%
Porrazzo, Christopher None 1000 0.1%
Quin, Kevin None 1000 0.1%
Reid, David None 2000 0.2%
Reynolds, Beverly None 1000 0.1%
Roush, Dean None 1000 0.1%
Scheuerman, Charles None 1000 0.1%
Spargo, John W. None 1000 0.1%
Spargo, Shirley None 1000 0.1%
Spargo, Steven None 1000 0.1%
Thigpen, Trudy None 1000 0.1%
Thomas, Kristen None 5000 0.1%
Tucker, Leonard None 1000 0.1%
Tucker, Michelle None 1000 0.1%
Wazbinski, Jim None 1000 0.1%
Weber, Chuck None 1000 0.1%
(1) Any material relationship, which the Selling Security Holder has had
within the past three years with the Company 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.
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 transferees thereof. 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.
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 hereunder. 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.
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Finally, 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.
There can be no assurances that the Selling Security Holders will sell any or
all of the Securities. In order to comply with certain state securities laws, if
applicable, the Securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain 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 (the "Exchange Act"), 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.
In addition to, and without limiting, the foregoing, each of the Selling
Security Holders and any other person participating in a distribution will be
subject to the applicable provisions of the Exchange Act and the rules and
regulations thereunder, 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. 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 the Company.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
(a) Directors and Officers. Our Bylaws provide that we shall have a minimum
of one (1) 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 the Company 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 (6) 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 the Company.
(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 our Company 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 91.6%
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 91.6%
3045 N. Federal Highway, Suite 60
Fort Lauderdale, Florida 33306
All Officers and Directors as a Group 950,000 Direct 91.6%
(1 Individual)
(c) Changes in Control.
There are currently no arrangements, which would result in a change in
control of our Company.
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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 fifty million (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 thereof 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 (50%) 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 subject 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 subject to 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 ten million (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 the Company. 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 subject to 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 subject to certain
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 certain 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.
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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 & Company, CPA's, P.A., independent
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 per month or $200 per year, and 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. 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. 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.
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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 online commerce market is new, rapidly evolving and intensely
competitive. We face competition from online information sources and traditional
lenders and mortgage brokers who currently sell, or who may sell, products or
services through the Internet. Once operational, if ever, we will be in an
intensely competitive area, especially given the vast amounts of information
available on the Internet. As the online commerce market continues to grow,
other companies may enter into business combinations or alliances that
strengthen their competitive positions. Since we plan to provide informative
services, we will face limitless competitive forces from others who can readily
provide information on mortgages and lending services. Since the barriers to
entry in the online mortgage information industry are relatively low, many
lenders and mortgage brokers may have or may develop websites similar to ours
containing similar or more expansive information than we may provide. Further,
these lenders and brokers may offer this information without charge to potential
borrowers as a tool to obtain their loan business. We will face intense
competition in all aspects of the mortgage business. We will compete with
numerous financial intermediaries with physical locations, such as 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 our operations are
developed. There can be no assurance that we will be able to compete effectively
in this highly competitive industry, which could materially adversely affect our
potential business, prospects, financial condition, and results of operations.
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 subject to 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.
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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 (1) employee, Kim Namoli, our president and sole
director, who works for the Company part-time. We have no employment contracts
in place, and our employee is not a member of a union or subject to labor
contracts.
REPORTS TO SECURITY HOLDERS.
After the effective date of this document, we will be subject to the
reporting requirements of the Exchange Act and will file reports and other
information with the Securities and Exchange Commission (the "Commission") in
accordance therewith. 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 our Company.
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 THEREOF 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 HEREIN. 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 anticipate that we will meet our
cash requirements for the foreseeable future through financial support of our
management. 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. 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.
17
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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 issuance of shares for services 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" within the meaning of the
Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995
(the "1995 Reform Act"). Additional oral or written forward-looking statements
may be made by the Company 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 and
are intended to be made pursuant to the Safe Harbor provisions of the 1995
Reform Act Introduction.
18
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ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The accounting firm of Dohan & Dohan, 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 (subject to future
contingencies) incurred or expected to be incurred by the Company in connection
with the issuance and distribution of the securities being offered hereby. Items
marked with an asterisk (*) represent estimated expenses. The Company has 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
In 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 the Company. We
issued 55,000 shares of our common stock as compensation for services rendered
to the Company, in the amount of $2,750. 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
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
23 Consents of Experts
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
27 Financial Data Schedule
- ------------------------- ------------------------------------------------------
- ------------------------- ------------------------------------------------------
29 Financial Statements
- ------------------------- ------------------------------------------------------
19
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ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby 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 (the "Act") 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 hereby,
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.
20
<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 December 22, 1999.
3045 Corporation
/s/ Kim Naimoli
---------------------------
By: Kim A. Naimoli, President
Date: January 5, 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
------------------------------
By: Kim Naimoli
Title: President & Director
Date: January 5, 2000
21
<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 hoard 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 . 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 director~, 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 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
January 5, 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
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EXPENSES
Professional fees $ 20,450
Office expenses 219
Other operating expenses 17
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NET LOSS BEFORE INCOME TAXES (20,686)
INCOME TAXES -
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NET LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE $ (20,686)
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 490,133
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BASIC NET LOSS PER SHARE $ (0.04)
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See accompanying notes.
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3045 CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
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For the period from inception (October 26, 1999) to November 30, 1999
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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
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NET CASH USED BY DEVELOPMENT STAGE OPERATING ACTIVITIES (8,669)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable to officer/shareholder 15,500
Sale of common stock 1,500
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NET CASH PROVIDED BY FINANCING ACTIVITIES 17,000
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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
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SUPPLEMENTAL DISCLOSURES
Interest paid $ -
Income taxes paid $ -
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
Common Stock issued for subscription receivable $ 100
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See accompanying notes.
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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)
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See accompanying notes.
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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.
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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
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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.
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