UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION
OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934
Triple S Parts, Inc.
(Name of Small Business Issuer in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88-0354194
(I. R. S. Employer Identification No. )
7410 SW Oleson Rd., #325, Portland, OR 97223
(Address of principal executive offices) (Zip Code)
503-641-2105
(Issuer's telephone number)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock
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TABLE OF CONTENTS
Part I
<S> <C>
Item 1. Description of Business . . . . . . . . . . . . . . . . . . . 3
Item 2. Plan of Operation . . . . . . . . . . . . . . . . . . . . . . 7
Item 3. Description of Property . . . . . . . . . . . . . . . . . . . 7
Item 4. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . . . . . . 8
Item 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . . . . . . . 9
Item 6. Executive Compensation. . . . . . . . . . . . . . . . . . . . 10
Item 7. Certain Relationships and Related Transactions. . . . . . . . 10
Item 8. Description of Securities . . . . . . . . . . . . . . . . . . 10
Part II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters . . . . . . . . . 12
Item 2. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 13
Item 3. Changes in and Disagreements with Accountants . . . . . . . . 13
Item 4. Recent Sales of Unregistered Securities . . . . . . . . . . . 13
Item 5. Indemnification of Directors and Officers . . . . . . . . . . 14
Part F/S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Part III
Item 1. Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . 14
Item 2. Description of Exhibits . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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THIS REGISTRATION STATEMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS. THESE
FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING (I) THE REGISTRANT'S
RESEARCH AND DEVELOPMENT PLANS, MARKETING PLANS, CAPITAL AND OPERATIONS
EXPENDITURES, AND RESULTS OF OPERATIONS; (II) POTENTIAL FINANCING ARRANGEMENTS;
(III) POTENTIAL UTILITY AND ACCEPTANCE OF THE REGISTRANT'S EXISTING AND PROPOSED
PRODUCTS; AND (IV) THE NEED FOR, AND AVAILABILITY OF, ADDITIONAL FINANCING.
THE FORWARD LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON CURRENT EXPECTATIONS
AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. THESE FORWARD LOOKING
STATEMENTS ARE BASED ON ASSUMPTIONS REGARDING THE REGISTRANT'S BUSINESS AND
TECHNOLOGY WHICH INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
SCIENTIFIC, ECONOMIC, REGULATORY AND COMPETITIVE CONDITIONS, AND FUTURE BUSINESS
DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND
MANY OF WHICH ARE BEYOND THE CONTROL OF THE REGISTRANT. ALTHOUGH THE REGISTRANT
BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD LOOKING STATEMENTS ARE
REASONABLE, ANY OF THE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD LOOKING
STATEMENTS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD
LOOKING INFORMATION CONTAINED HEREIN, THE INCLUSION OF SUCH INFORMATION SHOULD
NOT BE REGARDED AS ANY REPRESENTATION BY THE REGISTRANT OR ANY OTHER PERSON THAT
THE OBJECTIVES OR PLANS OF THE REGISTRANT WILL BE ACHIEVED.
References in this registration statement to "We," "Us," or the "Company" refer
to Triple S Parts, Inc.
PART I
Item 1. Description of Business.
Business Development.
We were incorporated as Triple S Parts, Inc. in the State of Nevada on February
22, 1996, to sell rare motorcycle parts. On July 10, 1999, we forward split our
common stock eleven (11) shares for one (1) share. All disclosure herein
accounts for this forward split unless indicated otherwise.
We have not been a party to any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.
Business of Issuer.
Principal products or services and their markets.
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We currently have no products, services or revenues. We plan to sell
hard-to-find motorcycle parts, as well as other motorcycle paraphernalia such as
clothing, decals, paints and varnishes on the Internet. We own the domain name
www.rareparts.net. We do not have our own gateway to the Internet. As such, we
depend upon an Internet Service Provider to connect and host our website on the
Internet. Any disruption in the service provided by the Internet Service
provider could have a material adverse effect on our business operations and
financial condition.
We intend to develop a small inventory of rare and, possibly, to a lesser
extent, new motorcycle parts and motorcycle related packaged products. We also
plan to sell clothing, decals, paints and varnishes which will be supplied by
third party suppliers. We will not manufacture any of our products. As such,
we will be highly dependent on third parties.
We believe many consumers need parts for motorcycles, which are hard to find.
Such parts may be obsolete or no longer being manufactured. We intend to build
a network of contacts and alliances among motorcycle salvage centers and
motorcycle clubs throughout North America, so that we can supply consumers with
the rare motorcycle parts. There can be no assurance that we will form such
contacts or alliances, or that, even if formed, such contacts or alliances will
prove able to supply parts for which there is demand. Further, there can be no
assurance that we will be successful in implementing our plan of operations or
that, even if implemented, it will prove successful.
Distribution methods of the products or services.
We plan to offer products manufactured by third parties through our website.
Distribution of many of our products, once ordered, will be done through third
party distributors. We plan to direct inquiries for products to the product
distributor. For products in our inventory, we will make the appropriate
shipping arrangements. We have no contracts or arrangements with courier
services, and there can be no assurance that we will develop or secure such
relationship in order to effectively ship products which may be maintained in
our inventory.
Status of any publicly announced new product or service.
We currently have no new products or services that have been publicly announced.
Competitive business conditions and the small business issuer's competitive
position in the industry and methods of competition.
As we begin to develop our plan of business, we will compete with entities
having significantly greater financial and other resources than us. Although
there are few, if any, websites selling rare motorcycle parts, and paraphernalia
the market is saturated with physical retail locations that sell and specialize
in products similar to those which we plan to sell. Our failure to effectively
compete with such entities could have a materially adverse effect on our
business and operations.
Our industry is highly competitive with respect to price, service, quality and
marketing. As a result, the potential for failure in this industry is
significant. There are numerous, well-established, larger competitors in the
industry with comprehensive experience, possessing substantially greater
financial, marketing, personnel and other resources than us. There can be no
assurance that we will be able to respond to various competitive factors
affecting our business.
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Sources and availability of raw materials and the names of principal suppliers.
As of the date of this registration statement, we have no arrangements for raw
materials or suppliers.
Dependence on one or a few major customers.
As of the date of this registration statement, we have no customers. We intend
to market our products exclusively through the Internet and will sell directly
to end users. We intend to reach such end users through the use of advertising
in trade publications, Internet banner advertising and in-house telemarketing
and sales representatives. We have not developed any criteria for such
marketing, and we have not hired marketing staff. There can be no assurance
that we will be able to develop these marketing and promotional aspects of our
planned operations. Even if such marketing and promotional aspects are
developed, there can be no assurance that they will be effective in bringing
customers to our site.
Intellectual Property.
As of the date of this registration statement, we currently have no patents,
trademarks, franchises, concessions, royalty agreements or labor contracts. Our
failure to obtain proprietary protection in the future could have a materially
adverse effect on our operations.
Need for any government approval of principal products or services.
We are not in need of governmental approval, as we have no products or services.
Effect of existing or probable governmental regulations on the business.
We are not currently subject to direct regulation by any government agency,
other than regulations applicable to businesses generally. 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 our
Internet services and increase our cost of doing business or otherwise 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 is
available over the Internet in multiple states and as we 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 it is 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 in the last two fiscal years.
As of the date of this registration statement, no amount has been spent on
research and development.
Costs and effects of compliance with environmental laws.
We are currently unaware of any environmental regulation to which we are
subject, other than those, which may be applicable to businesses generally.
Consequently, we have not spent any funds on compliance with environmental laws.
Number of total employees and number of full time employees.
We currently have one employee, who works for the Company on a part-time basis.
There are no employment or collective bargaining agreements in place. We do not
anticipate hiring additional employees during the next twelve months.
Item 2. Plan of Operation.
We are currently 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. In addition, we have executed a promissory note for a loan of
eleven thousand three hundred and twenty five dollars ($11,325.00) from NMR,
Inc., a Nevada corporation. (See Item 7. Certain Relationships and Related
Transactions) Such loan is to be repaid in one lump sum payment no later than
April 9, 2000 with interest on such amount at a rate of twelve percent (12%) per
annum. Eventually, we may seek to raise additional funds. We have not yet
determined if or how we plan to obtain these additional funds.
We plan to develop our operations over the next year. Consequently, we may
encounter research and development expenses over the next twelve months. We
expect these expenses to stem primarily from development of our website. We do
not expect to purchase or sell any plant and significant equipment or make any
significant changes in the number of employees over the next twelve months.
Item 3. Description of Property.
Our offices are located at 7410 SW Oleson Road, Suite 325, Portland, OR 97223
and our physical office is located at Box 1298, Duck Creek Village, Utah 84762.
All buildings in Duck Creek Village, Utah are assigned "box numbers." We occupy
this office space without charge. The space is approximately 700 square feet
and is leased by Ricki Hanna, our Vice President. We do not own any
significant real or personal property. We feel that this space is adequate for
our needs at this time and that office space will likely be available at
commercially reasonable terms, should we need additional space.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information concerning the ownership of
our common stock as of the date of this registration statement with respect to:
(a) each person known to us to be the beneficial owner of more than five percent
of our common stock, (b) all directors and executive officers individually and
as a group. The notes accompanying the information in the table below are
necessary for a complete understanding of the figures provided below.
Security Ownership of Certain Beneficial Owners
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Security Ownership of Certain Beneficial Owners
Title of Name & Address of Amount & Nature Percent
Class Beneficial Owner of Ownership of Class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Emiliano Lakota 110,000 shares direct 40%
7410 SW Oleson Road, #325
Portland, OR 97223
Common Tracie Pollak 110,000 shares direct 40%
7410 SW Oleson Road, #325
Portland, OR 97223
Security Ownership of Management.
Title of Name & Address of Amount & Nature Percent
Class Beneficial Owner of Ownership of Class
- --------------------------------------------------------------------------------
Common Tracie Pollak 110,000 shares direct 40%
President, Treasurer & Secretary
7410 SW Oleson Road, #325
Portland, OR 97223
Common Ricki Hanna 1,100 shares direct 0.4%
Vice President
3365 300 East
Cedar City, UT 84720
- --------------------------------------------------------------------------------
TOTAL 111,100 shares 40.4%
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Changes in Control.
There are currently no arrangements, which may result in a change of control of
the Company.
Item 5. Directors and Executive Officers, Promoters and Control Persons.
Officers and Directors.
The following chart sets forth information on our officers and directors:
Name Age Title(s) DateElected/Appointed
- --------------------------------------------------------------------------------
Tracie Pollak 29 President, Secretary June 22, 1999
Treasurer and Director
Ricki Hanna 47 Vice President December 8, 1999
Our Bylaws require that we have a minimum of one director. Directors are
elected at our annual meeting to be held on the 22nd day of February. Directors
shall serve until their successors are duly elected or appointed. A vacancy on
the Board of Directors may be filled by a majority vote of the remaining
directors.
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Our Bylaws provide for a minimum of the following officers: President, Treasurer
and Secretary. These officers are to be elected by the Board of Directors at
the first Board meeting following the annual meeting. The Board may appoint
other officers at any time, and the Board may fill any vacancies.
Tracie Pollak.
From January 1998 to the present, Ms. Pollak has worked for J.D. Edwards &
Company in Marketing Programs. From November 1996 through her current position,
she worked as a Marketing Representative for Laser Technology, Inc. in
Englewood, Colorado, which stemmed from her position as Marketing Manager of
Laser Communications, Inc. From January of 1994 through November of 1996, Ms.
Pollak was a Senior Sales Representative for Colorado TeleEquipment Company
(CTEC) where she was responsible for all aspects of sales. Ms. Pollak obtained
her Bachelor of Science Degree in Business Management from San Diego State
University in 1992, her Certificate of marketing from the University of Colorado
in 1996 and completed an Intensive Spanish program at the University of Arizona
at Guadalajara, Mexico.
Ricki Hanna.
From July 1992 to the present, E.R.A. Realty has employed Mr. Hanna. Since
1995, Mr. Hanna has worked as an Associate Broker. Prior to his current
position, he was a Sales Agent for the same company. Mr. Hanna attended two
years of college in Liberal Arts programs at Fulton Montgomery Community College
and University of Colorado.
Identify Significant Employees.
As of the date of this registration statement, we have no persons, not mentioned
above, who are expected to make a significant contribution to our business.
Family Relationships.
As of the date of this registration statement, there are no family relationships
between our promoters, executive officers, control persons, directors or persons
nominated for such positions.
Involvement in Certain Legal Proceedings.
As of the date of this registration statement, we have had no events, to the
best of our knowledge, that occurred during the past five years, including
bankruptcies, criminal convictions or proceedings, court orders or judgments,
that are material to an evaluation of the ability or integrity of any director,
executive officer, promoter, control person or any person nominated for such
position.
Item 6. Executive Compensation.
No executive compensation has been paid to the officers or directors since
inception.
Item 7. Certain Relationships and Related Transactions.
On February 22, 1996, we issued 110,000 shares of our common stock to Emiliano
Lakota and 110,000 shares of our common stock to Tracie Pollak for services
rendered to the Company. Such shares were issued in reliance on the exemption
from registration provided in Section 4(2) of the Securities Act for a
non-public transaction by the issuer.
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We have executed a promissory note with NMR, Inc. a Nevada corporation, pursuant
to which we must repay $11,325.00 no later than April 9, 2000. Our shareholder
(See Security Ownership of Certain Beneficial Owners), Emiliano Lakota, is an
officer and director of NMR, Inc. Such loan is to be repaid in one lump sum
payment with interest on such amount at a rate of twelve percent (12%) per
annum.
Other than the aforementioned, there have been no transactions during the last
two years, or proposed transactions, to which we were or are a party, in which
any of our directors, executive officers, nominees for such positions, security
holders or the families of such people had a material interest. We are not a
subsidiary of any other company. Other than the aforementioned, we have not
entered and do not plan to enter into any transactions with our promoters.
Item 8. Description of Securities.
Common Stock.
In General. We are authorized to issue 50,000,000 shares of common stock with a
par value of $0.001 each, of which have 275,000 common shares outstanding as of
October 4, 1999. All of the issued and outstanding common stock is fully paid
and non-assessable.
Voting. Each share of our common stock entitles the holder thereof to one vote
per share in the election of directors and in all other matters upon which
stockholders are entitled to vote. The holders of shares of common stock do not
have cumulative voting rights, which means that the holders of more than 50% of
the outstanding shares voting for the election of directors can elect all of the
directors to be elected, if they so choose. In such event, the holders of the
remaining shares will not be able to elect any of our directors. As of the date
of this registration statement, Tracie Pollak is the beneficial owner of 110,000
voting shares or approximately 40% of our outstanding voting stock. As such,
our current management may be able to elect all of the Directors of the Company.
Dividends. Each share of common stock entitles the holder thereof to receive
cash dividends as the Board of Directors may declare from funds legally
available therefor. However, we have not declared any dividends to date and do
not intend to declare any dividend on our common stock in the foreseeable
future.
Rights. There are no preemptive rights with respect to the common stock. Upon
liquidation, dissolution or winding up of the affairs of the Company, and after
payment of creditors, the assets legally available for distribution will be
divided ratably on a share-for-share basis among the holders of the outstanding
shares of common stock.
Preferred Stock.
We are not authorized to issue any preferred stock at this time.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
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Market information.
Our common stock is not traded on any exchange. We plan to seek listing on the
NASDAQ Over the Counter Bulletin Board ("OTCBB"), once this registration
statement has cleared all comments of the SEC, if ever.
Holders.
As of October 4, 1999, there were approximately 23 holders of record of our
275,000 shares of common stock outstanding. Of these shares, 220,000 are
restricted securities within the meaning of Rule 144(a)(3) promulgated under the
Securities Act of 1933, as amended, because such shares were issued and sold by
the Company in private transactions not involving a public offering.
No prediction can be made as to the effect, if any, that future sales of shares
of common stock or the availability of common stock for future sale will have on
the market price of the common stock prevailing from time-to-time. Sales of
substantial amounts of common stock on the public market could adversely affect
the prevailing market price of the common stock.
Dividends.
We have not paid a cash dividend on our common stock in the past two years. The
payment of dividends may be made at the discretion of our Board of Directors and
will depend upon, among other things, our operations, our capital requirements
and our overall financial condition. As of the date of this registration
statement, we have no intention to declare dividends.
Item 2. Legal Proceedings.
We are currently unaware of any pending legal proceeding or any proceeding
contemplated by a governmental authority in which we may be involved.
Item 3. Changes in and Disagreements with Accountants.
Our current accountant, Jones, Jensen and Company of Salt Lake City, Utah, has
audited the statements included herein. We have not had any changes in or
disagreements with our accountants.
Item 4. Recent Sales of Unregistered Securities.
On February 22, 1996, we issued 110,000 restricted shares of our common stock to
Emiliano Lakota and 110,000 shares of our common stock to Tracie Pollak for
services rendered to the Company. Such shares were issued in reliance on the
exemption from registration provided in Section 4(2) of the Securities Act for a
non-public transaction by the issuer.
On November 16, 1996, we issued 44,000 restricted shares of our common stock to
11 friends of our principals as gifts. Such shares were issued in reliance on
the exemption from registration provided in Section 4(2) of the Securities Act
for a non-public transaction by the issuer.
On January 6, 1997, we issued 9,900 restricted shares of our common stock to 9
friends of our principals as gifts. Such shares were issued in reliance on the
exemption from registration provided in Section 4(2) of the Securities Act for a
non-public transaction by the issuer.
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On June 15, 1997, we issued 1,100 restricted shares of our common stock to 9
friends of our principals as gifts. Such shares were issued in reliance on the
exemption from registration provided in Section 4(2) of the Securities Act for a
non-public transaction by the issuer.
On December 22, 1999, we issued 50,000 restricted shares of our common stock in
consideration for legal services rendered on our behalf. Such shares were
issued in reliance on the exemption from registration provided in Section 4(2)
of the Securities Act for a non-public transaction by the issuer.
Item 5. Indemnification of Directors and Officers.
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or
employee at our request. The Board of Directors, in its discretion, shall have
the power on our behalf to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee.
Section 78.7502 of the Nevada Revised Statutes ("NRS") provides that Nevada
corporations may limit, through indemnification, the personal liability of their
directors or officers in actions, claims or proceedings brought against such
person by reason of that person's current or former status as an officer or
director of the corporation. We may indemnify our directors or officers if the
person acted in good faith and in a manner the person reasonably believed was,
at least, not opposed to the best interests of the corporation. In the event of
a criminal action or proceeding, indemnification is not available if the person
had reasonable cause to believe their action was unlawful.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1) the stockholders;
(2) a majority of a quorum of the Board of Directors consisting of members of
the Board who were not parties to the action, suit or proceeding; (3) if a
majority of a quorum of the Board of Directors consisting of members of the
board who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (4) if a quorum of the Board
of Directors consisting of members of the Board who were not parties to the
action cannot be obtained, by independent legal counsel in a written opinion.
To the extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of their
current or former status as an officer or director, we must indemnify the person
against all expenses actually and reasonably incurred by the person in
connection with their defense. Nevada law also allows Nevada corporations to
advance expenses of officers and directors incurred in defending a civil or
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criminal action as they are incurred, upon receipt of an undertaking by or on
behalf of the director or officer to repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the corporation because such officer or
director did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation.
Section 78.751 of the NRS provides that any indemnification provided for by NRS
78.7502 (by court order or otherwise) shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled and that the scope of
indemnification shall continue as to directors or officers who have ceased to
hold such positions and to their heirs, executors and administrators.
Section 78.752 of the NRS allows corporations to provide insurance, or other
financial arrangements such as a program of self-insurance, for their directors
or officers. Such insurance may provide coverage for any liability asserted
against the person and liability and expenses incurred by the person in their
capacity as a director or officer or arising out of their status as such,
whether or not the corporation has the authority to indemnify the person against
such liability and expenses. However, no financial arrangement made under
Section 78.752 may provide protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud or a knowing violation of law, except with
respect to the advancement of expenses or indemnification ordered by a court.
Our By-laws provide for the indemnification of its directors and officers to the
maximum extent provided by law. It is the position of the SEC and certain state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.
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TRIPLE S PARTS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND DECEMBER 31, 1998
F-1
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<CAPTION>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
------
November 30, December 31,
1999 1998
-------------- --------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 9,639 $ -
-------------- --------------
Total Current Assets 9,639 -
-------------- --------------
TOTAL ASSETS $ 9,639 $ -
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable $ - $ -
Note payable 11,325 -
Accrued interest payable 499 -
-------------- --------------
Total Current Liabilities 11,824 -
-------------- --------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: $0.0005 par value, 50,000,000 shares
authorized; 275,000 shares issued and outstanding 138 138
Additional paid-in capital 217 217
Accumulated deficit (2,540) (355)
-------------- --------------
Total Stockholders' Equity (Deficit) (2,185) -
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 9,639 $ -
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
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<CAPTION>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Statements of Operations
From
For the Inception on
Eleven Months Ended For the Years Ended February 22,
November 30, December 31, 1996 Through
-------------------------- -------------------- November 30,
1999 1998 1998 1997 1999
------------ ------------ --------- --------- --------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
------------ ------------ --------- --------- --------
OPERATING EXPENSE
General and administrative expenses 1,686 85 85 85 2,041
------------ ------------ --------- --------- --------
Total Operating Expenses 1,686 85 85 85 2,041
------------ ------------ --------- --------- --------
OPERATING LOSS (1,686) (85) (85) (85) (2,041)
------------ ------------ --------- --------- --------
OTHER (EXPENSE)
Interest expense (499) - - - (499)
------------ ------------ --------- --------- --------
Total Other (Expense) (499) - - - (499)
------------ ------------ --------- --------- --------
NET LOSS $ (2,185) $ (85) $ (85) $ (85) $(2,540)
============ ============ ========= ========= ========
BASIC NET LOSS PER SHARE $ (0.01) $ (0.00) $ (0.00) $ (0.00)
============ ============ ========= =========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 275,000 275,000 275,000 264,000
============ ============ ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
From
Inception on
February 22,
1996
Common Stock Additional Through
----------------- Paid-In November 30,
Shares Amount Capital 1999
------- -------- ------ --------
<S> <C> <C> <C> <C>
Balance at inception on February
22, 1996 - $ - $ - $ -
Founders shares issued at $0.00
per share 264,000 132 (132) -
Expenses paid by shareholder - - 185 -
Net loss for the year ended
December 31, 1996 - - - (185)
------- -------- ------ --------
Balance, December 31, 1996 264,000 132 53 (185)
Additional founders shares
issued at $0.00 per share 11,000 6 (6) -
Expenses paid by shareholder - - 85 -
Net loss for the year ended
December 31, 1997 - - - (85)
------- -------- ------ --------
Balance, December 31, 1997 275,000 138 132 (270)
Expenses paid by shareholder - - 85 -
Net loss for the year ended
December 31, 1998 - - - (85)
------- -------- ------ --------
Balance, December 31, 1998 275,000 138 217 (355)
Net loss for the eleven months
ended November 30, 1999
(unaudited) - - - (2,185)
------- -------- ------ --------
Balance, November 30, 1999
(unaudited) 275,000 $ 138 $ 217 $(2,540)
======= ======== ====== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Statements of Cash Flows
For the From
Eleven Months For the Years Inception on
Ended Ended February 22,
November 30, December 31, 1996 Through
-------------------------- -------------- November 30,
1999 1998 1998 1997 1999
------------ ------------ ------ ------ --------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (loss) $ (2,185) (85) $ (85) $ (85) $(2,540)
Changes in operating liabilities:
Increase (decrease) in accrued
interest payable 499 - - - 499
------------ ------------ ------ ------ --------
Net Cash Used in Operating
Activities (1,686) (85) (85) (85) (2,041)
------------ ------------ ------ ------ --------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
------------ ------------ ------ ------ --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Contribution of capital - 85 85 85 355
Note payable proceeds 11,325 - - - 11,325
------------ ------------ ------ ------ --------
Net Cash Provided by Financing
Activities 11,325 85 85 85 11,680
------------ ------------ ------ ------ --------
NET INCREASE (DECREASE)
IN CASH 9,639 - - - 9,639
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - - - -
------------ ------------ ------ ------ --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 9,639 $ - $ - $ - $ 9,639
============ ============ ====== ====== ========
CASH PAID FOR:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 1999
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at November 30, 1999 and 1998 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the
Company's December 31, 1998 audited financial statements. The results
of operations for periods ended November 30, 1999 and 1998 are not
necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern. It is the intent
of the Company to seek a merger with an existing, operating company.
In the interim, shareholders of the Company have committed to
meeting its minimal operating expenses.
F-6
<PAGE>
TRIPLE S PARTS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 1999 AND DECEMBER 31, 1998
F-7
<PAGE>
C O N T E N T S
Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . 3
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . 5
Statements of Stockholders' Equity (Deficit). . . . . . . . . . . . 6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . 7
Notes to the Financial Statements . . . . . . . . . . . . . . . . . 8
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors and Stockholders
Triple S Parts, Inc.
(A Development Stage Company)
Portland, Oregon
We have audited the accompanying balance sheets of Triple S Parts, Inc. (a
development stage company) as of June 30, 1999 and December 31, 1998 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the six months ended June 30, 1999 and for the years ended December 31, 1998
and 1997 and from inception on February 22, 1996 through June 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether te financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Triple S Parts, Inc. (a
development stage company) as of June 30, 1999 and December 31, 1998 and the
results of its operations and its cash flows for the six months ended June 30,
1999 and for the years ended December 31, 1998 and 1997 and from inception on
February 22, 1996 through June 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 2 to the
financial statements, the Company is a development stage company which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Jones, Jensen & Company
- ------------------------------
Jones, Jensen & Company
Salt Lake City, Utah
August 14, 1999
F-8
<PAGE>
<TABLE>
<CAPTION>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
------
June 30, December 31,
1999 1998
---------- --------------
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
---------- --------------
Total Current Assets - -
---------- --------------
TOTAL ASSETS $ $
========== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable $ - $ -
---------- --------------
Total Current Liabilities - -
---------- --------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: no par value, 25,000 shares
authorized; 25,000 shares issued and outstanding 355 355
Accumulated deficit (355) (355)
---------- --------------
Total Stockholders' Equity (Deficit) - -
---------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT $ - $ -
========== ==============
</TABLE>
The accompanying note are an integral part of these financial statements.
F-9
<PAGE>
<TABLE>
<CAPTION>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Statements of Operations
For the From
Six For the Years Inception on
Months Ended February 22,
Ended December 31, 1996 Through
June 30, ---------------- June 30,
1999 1998 1997 1999
------- ------- ------- ------
<S> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ -
------- ------- ------- ------
OPERATING EXPENSE
General and administrative expenses - 85 85 355
------- ------- ------- ------
Total Operating Expenses - 85 85 355
------- ------- ------- ------
Loss from Operations - (85) (85) (355)
------- ------- ------- ------
NET LOSS $ - $ (85) $ (85) $(355)
======= ======= ======= ======
BASIC LOSS PER SHARE $(0.00) $(0.00) $(0.00)
======= ======= =======
</TABLE>
The accompanying note are an integral part of these financial statements.
F-10
<PAGE>
<TABLE>
<CAPTION>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
From
Inception on
February 22,
1996
Common Stock through
------------- June 30,
Shares Amount 1999
------ ----- ------
<S> <C> <C> <C>
Balance at inception on February 22, 1996 - $ - $ -
Founders shares issued at $0.00 per share 24,000 - -
Expenses paid by shareholder - 185 -
Net loss for the year ended
December 31, 1996 - - (185)
------ ----- ------
Balance, December 31, 1996 24,000 185 (185)
Additional founders shares issued at
$0.00 per share 1,000 - -
Expenses paid by shareholder - 85 -
Net loss for the year ended
December 31, 1997 - - (85)
------ ----- ------
Balance, December 31, 1997 25,000 270 (270)
Expenses paid by shareholder - 85 -
Net loss for the year ended
December 31, 1998 - - (85)
------ ----- ------
Balance, December 31, 1998 25,000 355 (355)
Net loss for the six months ended
June 30, 1999 - - -
------ ----- ------
Balance, June 30, 1999 25,000 $ 355 $(355)
====== ===== ======
</TABLE>
The accompanying note are an integral part of these financial statements.
F-11
<PAGE>
<TABLE>
<CAPTION>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Statements of Cash Flows
For the From
Six For the Years Inception on
Months Ended February 22,
Ended December 31, 1996 Through
June 30, ---------------- June 30,
1999 1998 1997 1999
----- ------ ------ ------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (loss) $ - $ (85) $ (85) $(355)
----- ------ ------ ------
Net Cash Used In Operating
Activities - (85) (85) (355)
----- ------ ------ ------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - -
----- ------ ------ ------
CASH FLOWS FROM FINANCING
ACTIVITIES
Contribution of capital - 85 85 355
----- ------ ------ ------
Net Cash Provided by Financing
Activities - 85 85 355
----- ------ ------ ------
NET INCREASE (DECREASE)
IN CASH - - - -
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - - -
----- ------ ------ ------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $ - $ -
===== ====== ====== ======
CASH PAID FOR:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
</TABLE>
The accompanying note are an integral part of these financial statements.
F-12
<PAGE>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was organized under the laws of the State of Nevada on
February 22, 1996. The purpose of the corporation is to engage in
any lawful activity.
Currently, the Company is seeking new business opportunities believed
to hold a potential profit or to merge with an existing company.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has adopted a December 31
year end.
c. Basic Loss Per share
The computations of basic loss per share of common stock are based on
weighted average number of shares issued and outstanding at the
date of the financial statements.
d. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statement and the reported amounts of
revenues and expenses during the reporting period. Actual results
cold differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
f. Provision for Taxes
At June 30, 1999, the Company had net operating loss carryforwards of
approximately $355 that may be offset against future taxable
income through 2014. No tax benefit has been reported in the financial
statements, because the potential tax benefits of the net operating
loss carryforwards are offset by a valuation allowance of the same
amounts.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern. It is the intent
of the Company to seek a merger with an existing, operating company.
In the interim, shareholders of the Company have committed to
meeting its minimal operating expenses.
F-13
<PAGE>
TRIPLE S PARTS, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 3 - SUBSEQUENT EVENTS
Amendment to Articles of Incorporation
------------------------------------------
In July 1999, the Company filed an amendment to its Articles of
Incorporation to increase the authorized shares to 50,000,000 shares
and changed the par value to $0.0005 per share of common stock.
Forward Stock Split
---------------------
In July 1999, the Board of Directors authorized a 11-for-1 forward
stock split to increase the number of issued and outstanding shares
to 275,000.
13
<PAGE>
EXHIBIT INDEX
EXHBIT # ITEM PAGE
3.1 Articles of Incorporation
3.2 Bylaws
4 Share Certificate
27 Financial Data Schedule
14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Triple S Parts, Inc.
By: /s/ Tracie Pollak, President
-----------------------------------
Tracie Pollak, President
Date: January 13, 2000
------------------
15
<PAGE>
Articles of Incorporation
-------------------------
of
--
TRIPLE S PARTS. INC.
---------------------
FIRST. The name of the corporation is:
------
TRIPLE S PARTS, INC.
SECOND. Its principle office in the State of Nevada is located at 251
-------
Jeanell Dr. Suite 3, Carson City, NV 89703, although this Corporation may
maintain an office, or offices, in such other place within or without the state
of Nevada as may from time to time be designated by the Board of Directors, or
by the by-laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage
------
in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(F) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same devise or bequest in the State of Nevada, or any other state,
territory or country.
<PAGE>
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make by-laws not inconsistent with the constitution
of the United States, or of the State of Nevada, for the management, regulation
and government of its affairs and property, the transfer of its stock, the
transaction of its business, and the calling and holding of meetings of its
stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp by the
corporation on any corporate documents is not necessary. The corporation may
use a seal or stamp, if it desires, but such non-use shall not in any way affect
the legality of the document.
(K) Shall have power to borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable upon the happening of a
specified event or events, whether secured by mortgage, pledge, or otherwise, or
unsecured, for money borrowed, or in payment for property purchased, or
acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock, or any
bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital surplus, surplus, or other
property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the states, territories, possessions and dependencies of
the United States, the District of Columbia, and any foreign countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated iii its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, or any amendment thereof.
(F) Shall have the power to make donations for the public welfare or for
charitable, scientific or educational
purposes.
(Q) Shall have the power to enter into partnerships, general or
limited, or joint ventures, in connection with any lawful activities.
FOURTH. That the voting common stock authorized may be issued by the
------
corporation is TWENTY-FIVE THOUSAND (25,000) shares of stock without nominal or
par value and no other class of stock shall be authorized. Said shares without
nominal or par value may be issued by the corporation from time to time for such
considerations as may be fixed from time to time by the Board of Directors.
FIFTH. The governing body of the corporation shall be known as
-----
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall be reduced to no less
than one (1). The name and post office address of the first board of Directors
shall be one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Michael D. Taylor 251 Jeanell Dr. Suite 3
Carson City, NV 89703
SIXTH. The capital stock, after the amount of the subscription price,
-----
or par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The name and post office address of the incorporator(s)
--------
signing the Articles of Incorporation is as follows:
NAME ADDRESS
Michael D.Taylor 251 Jeanell Dr. Suite 3
Carson City, Nevada 89701
<PAGE>
EIGHTH. The resident agent for this corporation shall be:
------
CORPORATE ADVISORY SERVICE, INC.
The address of said agent, and, the principle or statutory address of this
corporation in the State of Nevada is.
251 Jeanell Dr. Suite 3,
Carson City, Nevada 89703
NINTH. The corporation is to have perpetual existence.
------
TENTH. In furtherance and not in limitation of the powers conferred by
------
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the stockholders, to
make, alter or amend the By-Laws of the Corporation. To fix the amount to be
reserved as working capital over and above its capital stock paid in; to
authorize and cause to be executed, mortgages and liens upon the real and
personal property of this corporation.
By resolution passed by a majority of the whole Board, to consist of
one (1) or more committees, each committee to consist of one or more directors
of the corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees, shall have such name, or names, as may be stated
in the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for the purpose, or when authorized by
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests of the Corporation.
<PAGE>
ELEVENTH. No shareholder shall be entitled as a matter of right to
---------
subscribe for, or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as is in its discretion it shall
deem advisable.
TWELFTH. No director or officer of the Corporation shall be personally
--------
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act of omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
the law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
THIRTEENTH. This Corporation reserves the right to amend, alter,
-----------
change, in any manner now or hereafter prescribed by statute, or by the Articles
of Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
<PAGE>
TRIPLE S PARTS, INC.
By-Laws
ARTICLE I MEETINGS OF STOCKHOLDERS
- --------------------------------------
1. Stockholders meetings shall be held in the office of the
Corporation, at Carson City, NY, or at such other place or places as the
directors shall from time to time determine.
2. The annual meeting of the Stockholders of this Corporation shall be
held at 11 A.M., on the 22nd. day of February of each year beginning in 1996,
at which time there shall be elected by the Stockholders of the Corporation a
Board of Directors for the ensuing year, and the Stockholders shall transact
such other business as shall properly come before them.
3. A notice setting out the time and place of such annual meeting shall
be mailed postage prepaid to each of the Stockholders of record, at his address
and as the same appears on the stock book of the company, or if no such address
appears, at his last known place of business, at least ten (10) days prior to
the annual meeting.
4. If a quorum is not present at the annual meeting, the Stockholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each Stockholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.
5. Special meetings of the Stockholders may be called at any time by
the President; by all of the Directors provided there are no more than three, or
if more than three, by any three Directors; or by the holder of a majority share
of the capital stock of the Corporation. The Secretary shall send a notice of
such called meeting to each Stockholder of record at least ten (1 0) days before
such meeting, and such notice shall state the time and place of the meeting, and
the object thereof. No business shall be transacted at a special meeting except
<PAGE>
as stated in the notice to the Stockholders, unless by unanimous consent of all
the Stockholders present, either in person or by proxy, all such stock being
represented at the meeting.
6. A majority of the stock issued and outstanding, either in person or
by proxy, shall constitute a quorum for the transaction of business at any
meeting of the Stockholders.
7. Each Stockholder shall be entitled to one vote for each share of
stock in his own name on the books of the company, whether represented in person
or by proxy.
8. All proxies shall be in writing and signed.
9. The following order of business shall be observed at all meetings of
the Stockholders so far as is practicable:
a. Call the roll;
b. Reading, correcting, and approving of the minutes
of the previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
ARTICLE II STOCK
- ------------------
1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the Corporation.
2. All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of shares and the
date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.
<PAGE>
ARTICLE III DIRECTORS
- -----------------------
1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the Stockholders at their meeting to manage the affairs of
the company. The Directors' term of office shall be one year, and Directors may
be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death, resignation or
other causes shall be filled by the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 1 P.M., on
the 22nd. day of February of each year beginning in 1996 at the office of the
company at Carson City, NY, or at such other time or place as the Board of
Directors shall by resolution appoint; special meetings may be called by the
President or any Director giving ten (10) days notice to each Director. Special
meetings may also be called by execution of the appropriate waiver of notice and
call when executed by a majority of the Directors of the company. A majority of
the Directors shall constitute a quorum.
4. The Directors have the general management and control of the business
and affairs of the company and shall exercise all the powers that may be
exercised or performed by the Corporation, under the statutes. the Articles of
Incorporation, and the By-Laws. Such management will be by equal vote of each
member of the Board of Directors with each board member having an equal vote.
5. A resolution, in writing, signed by all or a majority of the members of
the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution has been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
Corporation under its proper date.
<PAGE>
ARTICLE IV OFFICERS
- ---------------------
1. The officers of this company shall consist of: a President, one or more
Vice President(s), Secretary, Treasurer, Resident Agent, and such other officers
as shall, from time to time, be elected or appointed by the Board of Directors.
2. The PRESIDENT shall preside at all meetings of the Directors and the
Stockholders and shall have general charge and control over the affairs of the
Corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the Corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.
3. The VICE PRESIDENT shall exercise the functions of the President during
the absence or disability of the President and shall have such powers and such
duties as may be assigned to him from time to time by the Board of Directors.
4. The SECRETARY shall issue notices for all meetings as required by the
By-Laws, shall keep a record of the minutes of the proceedings of the meetings
of the Stockholders and Directors, shall have charge of the corporate books, and
shall make such reports and perform such other duties as are incident to his
office, or properly required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section 78.105 of the Nevada
Corporation laws and supplies to the Nevada Resident Agent or Registered Office
in Nevada, and maintain, any and all amendments or changes to the By-Laws of the
Corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or registered Office in Nevada, and maintain, a current
statement setting out the name of the custodian of the stock ledger or duplicate
<PAGE>
stock ledger, and the present and complete Post Office address, including street
and number, if any, where such stock ledger or duplicate stock ledger specified
in the section is kept.
5. The TREASURER shall have the custody of all monies and securities of
the Corporation and shall keep regular books of account. He shall disburse the
funds of the Corporation in payment of the just demands against the Corporation,
or as may be ordered by the Board of Directors, making proper vouchers for such
disbursements and shall render to the Board of Directors, from time to time, as
may be required of him, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. He shall perform all duties
incident to his office or which are properly required of him by the Board of
Directors.
6. The RESIDENT AGENT shall be in charge of the Corporation's registered
office in the State of Nevada, upon whom process against the Corporation may be
served and shall perform all duties required of him by statute.
7. The salaries of all offices shall be fixed by the Board of Directors
and may be changed from time to time by a majority vote of the board.
8. Each such officer shall serve for a term of one (1) year or until their
successors are chosen and qualified. Officers may be re-elected or appointed
for successive annual terms.
9. The Board of Directors may appoint such other officers and agents, as
it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
- ---------------------------------------------------------
1. The Corporation shall indemnify' any and all of its Directors and
Officers, and its former Directors and Officers, or any person who may have
served at the Corporations request as a Director or Officer of another
Corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they. or
any of them, are made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the Corporation, or of such other Corporation,
except, in relation to matters as to which any such director or officer or
former Director or Officer or person shall be adjudged in such action, suit or
<PAGE>
proceeding to be liable for negligence or misconduct in the performance of duty.
Such indemnification shall not be deemed exclusive of any other rights to which
those indemnified may be entitled, under By-Law, agreement, vote of Stockholders
or otherwise.
ARTICLE VI AMENDMENTS
- -----------------------
1. Any of these By-Laws may be amended by a majority vote of the
Stockholders at any meeting or at any special meeting called for that purpose.
2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Law adopted by the Stockholders
of the company.
********************************************************************************
CERTIFIED TO BE THE BY-LAWS OF:
TRIPLE S PARTS, INC.
BY:
------------------------------------
Secretary
<PAGE>
TRIPLE S PARTS, INC.
TOTAL AUTHORIZED ISSUE
25,000 SHARES WITHOUT PAR VALUE
COMMON STOCK
----------------
THIS IS TO CERTIFY THAT ____________________________________ IS THE OWNER OF
_______________________________________________________________ FULLY PAID AND
NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION TRANSFERABLE ONLY ON THE BOOKS
OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY
UPON SURRENDER OF THIS CERTIFICATE PROPERTY ENDORSED.
WITNESS, THE SEAL OF THE CORPORATION AND THE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.
DATED
----------------- [Corporate SEAL] -----------------
Secretary President
<PAGE>
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0
0
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