<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
TEKRON, INC.
------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 51-0395658
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
13123 Poway Road, Poway, CA 92064
---------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619) 692-5868
(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- -------------------------- ---------------------------------
- -------------------------- ---------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
-----------------------------
(TITLE OF CLASS)
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PART 1
ITEM 1
DESCRIPTION OF THE BUSINESS
BUSINESS DEVELOPMENT
ORGANIZATION
Tekron, Inc. was incorporated in Delaware on May 31, 1994 for the purpose of
developing a marine service company for boat owners that would offer on-site
preventative maintenance and repair services. During December 1997 and January
1998, the Company received its initial funding through the sale of common stock
to investors. From inception until December 1999, the Company had no material
operating activities. In late 1999, Management decided to modify its original
concept to include pick-up and delivery services tailored specifically for boat
owners in order to capitalize on the increased fragmentation of the marine
service industry, and seek necessary capital in order that they could begin
developing the Company's boat servicing business.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There have been no bankruptcy, receivership or similar proceedings.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
BUSINESS OF THE COMPANY
PRINCIPAL SERVICES AND MARKETS
The Company intends to become a primary provider of boat maintenance and
specialty services to two distinct target markets: the recreational boater who
"trailers" his boat, and the owner of the over 28' boat whose vessel is kept
moored and is in the water year-round. The first two markets the Company intends
to service are the high vessel capacity ports and marinas of Los Angeles and San
Diego, California.
According to the National Marine Manufacturers Association's research, most
owners don't want to be bothered with boat, engine and trailer maintenance and
repair. Over 40% of all marine maintenance is preventative ("Boating Market
Evaluation and Opportunities Study"(C) 1996 NMMA). The company will concentrate
on this preventative maintenance, while leaving the full repair services to the
traditional marine dealerships. The company will offer the boat owner the same
positive experience he's had when his car has been serviced by a typical fast
lube auto center.
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The small boat owner will be offered a new concept in boat maintenance.
Utilizing marine service centers and mobile service trucks that can provide many
of the services dockside or in the owner's driveway, the company will offer the
following Marine Services Menu to the small boat owner:
Basic Engine/Drive Periodic Maintenance: Oil/Filter Change, Fuel Filter
Service, Lubrication, Hydraulic Fluid Top-Off, Multi-point Equipment
Check
Supplemental Engine/Drive Service Options: Winterization/Storage Prep,
Engine Flush/Water Pump Check, Coolant Fill/Replacement, Fuel System
Treatment, Prop Shaft Lube and Prop Check/Replacement, Corrosion
Protection Treatment, Touch-Up Painting
Boat Trailer Service Options: Wheel Bearing Lubrication,
Lights/Harness/Connector Repair/Replacement, Winch/Line
Check/Lube/Replacement, Tire Check/Replacement
Boat Service Options: Pressure Spray Bottom Cleaning, Detailing, Shrink
Wrap, Battery Maintenance/Replacement, Bilge Pump Check/Replacement,
Fire Extinguisher Check/Replacement
For the 28' and larger boats which are typically left in the water for the
boating season, the Company plans to provide on-site service where the boat is
being docked (marinas, yacht clubs, personal docks, boat yards, etc.). The
service requirements of this segment of the boating industry are highly
specialized and require a commitment to the environment as well as the boat
owner. Basic services, similar to those provided to the small boat owner, will
be offered by "a lube shop on the water". The company will utilize marine
quality high-pressure hoses to extract waste fluids from the engine, bilges and
storage tanks. Multiple adapters such as metering guns will then be used to fill
the engine or tanks with fresh oil. The utilization of advanced systems and
engineering design will provide an environmentally safe and efficient way of
handling hazardous fluids on the water. In addition to the marine services
offered to the small boat owner, the following menu of Marine Services will be
offered to the large boat owner:
Bilge Cleaning: Anti-bacterial citrus-based degreaser pre-treatment,
pressurized water cleaning, removal of bilge water and wastes, complete
rinse
Maintenance Plans: Weekly/Monthly complete system check, cleaning, bilge
pump checks, safe harbor storm prep
Specialty Services: Onboard delivery of water and ice, groceries,
overnight laundry service, garbage pickup
Based upon Management's experience in the boating industry, the size and nature
of the market is diverse and continues to grow at a steady rate. According to
the National Marine Manufacturers Association, Market Statistics Department,
January 2000((C) 2000 NMMA), in the United States, expenditures for boating
have doubled from $11.2 million in 1993 to $22.9 million in 1999. The estimated
number of boats owned in the U.S. in 1999 was 16.8 million. Per the Market
Statistics Department analysis, the demographics of recent new boat buyers,
excluding personal water craft and small aluminum fishing boats is comprised of
the following:
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<TABLE>
<CAPTION>
Fiberglass
Total Cruiser Runabout Fishing
----- ------- -------- ----------
<S> <C> <C> <C> <C>
Median Age 47 50 44 46
Median Income $71K $134K 67K 64K
Married 86% 86% 84% 89%
Managerial/Professional 58% 70% 49% 44%
Retired 11% 11% 13% 9%
Other 31% 19% 38% 47%
</TABLE>
The "Boating Market Evaluation & Opportunities Study" issued by the National
Marine Manufacturers Association ((C) 1996 NMMA) stated "The American consumer's
hunger for water-based recreation and desire to own pleasure boats may be at an
all-time high. But in order to grow, the industry providing products, sales and
service to this widespread market will need to make fundamental changes to keep
current boat owners satisfied and attract new customers." The report goes on to
state the service segment needs a "Cultural Change". "The treatment boat owners
receive when seeking service will need to improve dramatically. Boat owners,
like most other consumer durable product owners, are comparing service treatment
to that of auto dealerships and find it hardly measures up. Service is the
number one area cited that needs improvement." Members of the RPC (Research and
Sales Promotion Committee) suggested that new service methods need to be
researched.
The Company has a current business plan which proposes to utilize its founders'
backgrounds to develop its business from the current concept stage into a unique
marine service company offering quality and convenience coupled with basic
servicing needs to a wide range of boating clientele. The business plan requires
the Company during months one through six to obtain a listing on the NASD's Over
the Counter Electronic Bulletin Board, and raise capital of $3,000,000 through
the sale of common stock in a private placement. During month seven, after
raising capital, the Company intends to open one service site for boats in Los
Angeles, and one in San Diego, California. During months seven through twelve,
in order to operate both service sites, the Company intends to expend $60,000
for two manager-service technicians, $120,000 for four service assistants,
$25,000 for two office clerical employees, $20,000 for inventory, $200,000 for
the purchase and outfitting of four service vehicles, $600,000 for purchase of
four service vessels, $10,000 for set-up and maintenance of the Company's web
site, $125,000 for advertising, $30,000 for one marketing manager, $110,000 for
purchase of computers and fixed assets, and $62,000 for rent and other operating
expenses.
DISTRIBUTION METHODS OF PRODUCTS OR SERVICES
The Company intends to offer information on its services to prospective clients
on its web site, www.marineservice.net, which will feature available services,
contact information and links. It also plans to advertise its web site and
services on existing boating industry web sites, such as local yacht clubs in
the Company's service area (i.e. the San Diego Yacht Club www.sdyc.org,) and
purchase "banner ads" on the web pages of well-known regional boat supply
companies such as West Marine and Boat-US. Magazine advertising in such trade
publications as "Sail",
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"Sailing", "Boating", "Sea Magazine" and "Yachting" will also be researched, as
well as area boat show booth rentals and direct distribution of marketing flyers
to local marinas and yacht clubs.
PLANNED NEW PRODUCT OR SERVICE
The Company has no new product or service planned or announced to the public.
COMPETITION AND COMPETITIVE POSITION
The size and financial strength of the Company's primary competitors,
traditional boat repair companies, Boatside Services, Inc., and Naut-A-Care
Marine Services are substantially greater than those of the Company. In
examining major competitors Management has found at traditional boat repair
companies, an average maintenance/repair takes two days and almost half of the
repairs took four. The owner is also required to trailer his boat to the
business, or for larger boats the maintenance must be done at the marina site of
the business. The other two major competitors cater to the large boat owner,
specializing in on-water service, but fail to address the needs of the small
boat owner. However, the Company's competitors have longer operating histories,
larger customer bases, and greater brand recognition than the Company.
Management is not aware of any significant barriers to the Company's entry into
the boat servicing market, however, the Company at this time has no market share
of this market.
SUPPLIERS AND SOURCES OF RAW MATERIALS
Management will rely on their combined experience and knowledge in the auto lube
and boating industries. While the Company has no current contracts with boating
service suppliers, Management is familiar with these manufacturers and suppliers
such as Aqua Power Marine, Fram/Allied Signal, LubriMatic, Racor, Quaker State
and Shell. Management feels that availability will not be a problem at any time,
since it is aware of over two hundred suppliers of quality boating products. The
Company will enter into agreements with manufacturers and suppliers per its
business plan after raising capital during the first six months of its plan.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
The Company will not depend on any one or a few major customers. The "Boating
Market Evaluation & Opportunities Study" issued by the National Marine
Manufacturers Association ((C) 1998 NMMA) reported United States Coast Guard
boat registration filings for California as 895,000. The Company's target market
for the first two years of its business plan is small and large boat owners in
the harbors of San Diego, and Los Angeles California estimated at over 40% of
the approximately 895,000 boats currently registered in the State of California.
After two years of marketing in California, the Company intends to expand into
the following boating markets identified by the NMMA 1998 study: Oregon and
Washington - 250,000 registered boats, Northeastern seaboard states - 1,132,236
registered boats, Southeastern seaboard states - 1,503,552 registered boats,
Great Lakes states - 2,834,545 registered boats.
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PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, LABOR
CONTRACTS
The Company owns its Internet domain name, has setup its first web
page"marineservice.net", has applied for U.S. trademark protection, and will
expand its web site in the second quarter of 2000. The Company has no current
plans for any additional registrations such as patents, other trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. The
Company will assess the need for any additional copyright, trademark or patent
applications on an ongoing basis.
REQUIREMENTS FOR GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
The Company is not required to apply for or have any government approval for its
products or services.
EFFECT OF GOVERNMENTAL REGULATIONS ON THE COMPANY'S BUSINESS
The Company will be subject to Federal environmental laws and regulations that
relate directly or indirectly to its operations including the National
Environmental Policy Act, the Clean Air Act, the Clean Water Act, the Safe
Drinking Water Act, the Resource Conservation and Recovery Act, the Toxic
Substances Control Act, the Comprehensive Environmental Response, Compensation
and Liability Act, and their implementing regulations, as well as numerous state
and local environmental laws. These laws and regulations include: a) controlling
the discharge of materials into the environment, b) requiring removal and
cleanup under certain circumstances, c) requiring the proper handling and
disposal of waste materials, and, d) requirements otherwise relating to the
protection of the environment. These laws and regulations have become more
stringent in recent years and may, in certain circumstances, assess
administrative, civil and criminal penalties and impose "strict liability",
rendering a company liable for environmental damage without regard to negligence
or fault on the part of the company. Such laws and regulations may expose the
Company to liability for the conduct of or conditions caused by others or for
acts of the Company that were in compliance with all applicable laws and
regulations at the time such acts were performed. The application of these
requirements or the adoption of new requirements could have a material adverse
effect on the Company. The Company will conduct its operations in substantial
compliance with all applicable environmental laws and regulations.
RESEARCH AND DEVELOPMENT FUNDING DURING THE LAST TWO YEARS
The Company has not expended funds for research and development costs since
inception.
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
Environmental regulations have had no materially adverse effect on the Company's
operations to date, but no assurance can be given that environmental regulations
will not, in the future, result in a curtailment of service or otherwise have a
materially adverse effect on the
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Company's business, financial condition or results of operation. Public interest
in the protection of the environment has increased dramatically in recent years.
The trend of more expansive and stricter environmental legislation and
regulations could continue. To the extent that laws are enacted or other
governmental action is taken that imposes environmental protection requirements
that result in increased costs, the business and prospects of the Company could
be adversely affected.
The Company's business plan allows for maintaining insurance coverage against
certain environmental liabilities, but there can be no assurance that such
insurance will continue to be available or carried by the Company or, if
available and carried, will be adequate to cover the Company's liability in the
event of a catastrophic occurrence.
NUMBER OF EMPLOYEES
The Company's only current employees are its two officers who will devote as
much time as the board of directors determines is necessary to manage the
affairs of the Company. The officers intend to work on a full time basis when
the Company raises capital per its business plan. The Company's business plan
calls for hiring thirteen new full time employees during the next twelve months.
REPORTS TO SECURITY HOLDERS
The Company's bylaws do not require the Company to deliver an annual report to
its shareholders and the Company has not in the past provided an annual report
to its shareholders. The Company is voluntarily filing this Form 10-SB in order
to make its financial information equally available to any interested parties or
investors. The Company will be subject to the disclosure rules of Regulation S-B
for a small business issuer under the Securities Exchange Act of 1934. The
Company anticipates it will become subject to disclosure filing requirements
effective sixty days after the date the Securities and Exchange Commission
accepts its original Form 10-SB filing, and, after that date, will be required
to file Form 10-KSB annually and Form 10-QSB quarterly. In addition, the Company
will be required to file Form 8 and other proxy and information statements from
time to time as required.
The public may read and copy any materials the Company files with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450
Fifth Street NW, Washington D. C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC.
RISKS
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur.
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Despite Management's belief that the Company can effectively compete because of
its emphasis on its "auto-lube" servicing concept for the boating industry, the
Company's ability to succeed will depend upon a number of factors, including its
ability to secure funding through a private placement, acquire the necessary
service equipment, prepare an advertising plan that encourages boaters to
utilize the service, and develop a growing customer base to provide revenues and
profits for the Company.
The Company's long-term viability is substantially dependent upon the widespread
acceptance of the "auto-lube" concept for boats. There is no historic evidence
that this type of business will be successful against competition from
traditional boat repair and maintenance services. Without sufficient customers
or revenues, the Company would experience a material adverse effect on the
Company's business, financial condition, operating results and cash flows.
The Company's performance and future operating results are substantially
dependent on the continued service and performance of its current Management.
The Company intends to hire a relatively small number of additional technical
and marketing personnel in the next year. Competition for such personnel is
intense, and there can be no assurance that the Company will be able to retain
its essential employees or that it will be able to attract or retain
highly-qualified technical and managerial personnel in the future. The loss of
the services of any of the Company's current Management or other key employees
or the inability to attract and retain the necessary technical, and marketing
personnel could have a material adverse effect upon the Company's business,
financial condition, operating results and cash flows.
The current officers, Mr. Chandler and Mr. Fulton, are the sole officers and
directors of the company and have control in directing the activities of the
company. Mr. Chandler is involved in other business activities and may, in the
future, become involved in additional business opportunities. If a specific
business opportunity becomes available, the officers and directors of the
company may face a conflict of interest. The Company has not formulated a plan
to resolve any conflicts that may arise. While the Company and its sole officers
and directors have not formally adopted a plan to resolve any potential or
actual conflicts of interest that exist or that may arise, they have verbally
agreed to limit their roles in all other business activities to roles of passive
investors and devote full time services to the Company after the Company raises
capital of $3,000,000 through the sale of securities through a private placement
and is able to provide officers' salaries per its business plan.
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur. Investors in the Company
should be particularly aware of the inherent risks associated with the Company's
planned business. These risks include a lack of a proven market for the
Company's boating service, lack of equity funding, and the size of the Company
compared to the size of its competitors. Although Management intends to
implement its business plan through the foreseeable future and will do its best
to mitigate the risks associated with its business plan, there can be no
assurance that such efforts will be successful. Management has no liquidation
plans should the Company be unable to receive funding. Should the Company be
unable to implement its business plan, Management would investigate all options
available to retain value for the shareholders. Among the options that would be
considered are: acquisition of another product or technology, or a merger or
acquisition of another business entity that has revenue and/or long-term growth
potential. However, there are no pending arrangements, understandings or
agreements with outside parties for acquisitions,
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mergers or any other material transactions
YEAR 2000 DISCLOSURE
During the last five years, almost all users of computers in public and business
applications were made aware that time-sensitive software might cause their
computer systems to recognize a date using "00" as the year 1900 rather than the
year 2000. Computer users were concerned that this software date problem might
result in system failures or miscalculations causing disruption of normal
business activities, primarily in the first weeks of 2000.
The Company's business plan directs the purchase of computer equipment and
software during the second half of 2000. The Company's Management has hands-on
familiarity with all of the software that will be utilized in its business plan
and has experienced no Year 2000 related systems problems as of the date of this
filing. Management has discussed Year 2000 computer systems issues with proposed
goods and services suppliers for the Company's business plan and they have
confirmed their computer related systems are already Year 2000 compatible.
Therefore, Management has made no Year 2000 compliance plans, other than to plan
purchases of computer systems and software which are already Year 2000
compatible. Management has no Year 2000 contingency plans and does not intend to
prepare future contingency plans related to Year 2000 compliance worst case
scenarios. Management reasonably anticipates that the Company will experience no
adverse operational or cash flow effect from Year 2000 computer related software
problems.
ITEM 2
PLAN OF OPERATION
The Company's current cash balance is $9,100. Management believes the current
cash balance is sufficient to fund the current minimum level of operations
through the second quarter of 2000, however, in order to advance the Company's
business plan the Company must raise capital through the sale of equity
securities. To date, the Company has sold $9,100 in equity securities. Sales of
the Company's equity securities have allowed the Company to maintain a positive
cash flow balance.
The Company's business plan encompasses the following steps to implement its
boat servicing business plan: after raising capital of $3,000,000 during the
first six months, the Company intends to open one service site for boats in Los
Angeles, and one in San Diego, California during month seven. During months
seven through twelve, in order to operate both service sites, the Company
intends to expend $60,000 for two manager-service technicians, $120,000 for four
service assistants, $25,000 for two office clerical employees, $20,000 for
inventory, $200,000 for the purchase and outfitting of four service vehicles,
$600,000 for purchase of four service vessels, $10,000 for set-up and
maintenance of the Company's web site, $125,000 for advertising, $30,000 for one
marketing manager, $110,000 for purchase of computers and fixed assets, and
$62,000 for rent and other operating expenses.
Management has made initial progress in implementing its business plan by
registering its
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Internet domain name on the Internet, applying for U.S. trademark protection,
and plans to setup its web site in the second quarter of 2000. The Company will
only be able to continue to advance its business plan after it receives capital
funding through the sale of equity securities. After raising capital, Management
intends to hire employees, rent commercial space in San Diego and Los Angeles,
purchase vehicles and equipment, and begin development of its boat service
operations. The Company intends to use its equity capital to fund the Company's
business plan during the next twelve months as cash flow from sales is not
estimated to begin until year two of its business plan. The Company will face
considerable risk in each of its business plan steps, such as difficulty of
hiring competent personnel within its budget, longer than anticipated
development of its service vehicles and vessels, and a shortfall of funding due
to the Company's inability to raise capital in the equity securities market. If
no funding is received during the next twelve months, the Company will be forced
to rely on its existing cash in the bank and funds loaned by the directors and
officers. The Company's officers and directors have no formal commitments or
arrangements to advance or loan funds to the Company. In such a restricted cash
flow scenario, the Company would be unable to complete its business plan steps,
and would, instead, delay all cash intensive activities. Without necessary cash
flow, the Company may be dormant during the next twelve months, or until such
time as necessary funds could be raised in the equity securities market.
There are no current plans for additional product research and development. The
Company plans to purchase approximately $110,000 in furniture, computers,
software during the next twelve months from proceeds of its equity security
sales. The Company's business plan provides for an increase of thirteen
employees during the next twelve months.
ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address is 13123 Poway Road, Poway, CA
92064. The principal executive office and telephone number are provided by an
officer of the corporation. The costs associated with the use of the telephone
and mailing address were deemed by management to be immaterial as the telephone
and mailing address were almost exclusively used by the officer for other
business purposes. Management considers the Company's current principal office
space arrangement adequate until such time as the Company achieves its business
plan goal of raising capital of $3,000,000 and then begins hiring new employees
per its business plan.
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - January 31, 2000:
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<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
- -------- ------- --------------- -------
<S> <C> <C> <C>
Common Andrew Chandler 4,500(a) 1%
13123 Poway Road
Poway, CA 92064
Common Don Fulton 4,500(b) 1%
13123 Poway Road
Poway, CA 92064
Total Shares Owned by Officers & Directors
As a Group 9,000 2%
</TABLE>
(a) Mr. Chandler received 100 shares of the Company's common stock on September
15, 1994 for administrative services and services related to the Company's
business plan. 4,400 shares of the Company's common stock were issued to him per
a 45 for 1 stock split on December 8, 1999.
(b) Mr. Fulton received 100 shares of the Company's common stock on September
15, 1994 for administrative services and services related to the Company's
business plan. 4,400 shares of the Company's common stock were issued to him per
a 45 for 1 stock split on December 8, 1999.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose one year terms
will expire 3/31/00, or at such a time as their successors shall be elected and
qualified are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
<S> <C> <C> <C> <C>
Andrew Chandler 40 President, 9/15/94 3/31/00
13123 Poway Road Secretary,
Poway, CA 92064 Director
Don Fulton 60 Treasurer, 9/15/94 3/31/00
13123 Poway Road Director
Poway, CA 92064
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the securities
and Exchange Act of 1933.
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Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
RESUMES
Andrew Chandler, President, Secretary & Director
1994 - Current President and owner of Quik Lube, Inc. in Poway, California.
Quik Lube provides a full line of automobile services from basic
lubrication and oil changes to extensive automobile repairs such
as radiators, brakes, air conditioning, electrical systems,
suspension parts, engine rebuilding, and transmission repair.
Don Fulton, Treasurer & Director
Current Retired
1987 - 1999 Union Bank of California. Manager of corporate commercial
lending. Flag Member in good standing with San Diego and
Southwestern Yacht Clubs. Member of PHRF Racing Association, a
handicapping association of buoy and off-shore race teams, since
1976. Member of the San Diego Racing Fleet. Has participated in
annual yacht races from California to Mexico in the San
Diego/Ensenada races and Newport Beach/Ensenada races for over
thirty years. Also has participated in California yacht races
such as the Coronado Islands Regattas. Owner and captain of
three sailboats ranging in size from twenty eight feet to thirty
five feet.
1969 B.A. Political Science, San Diego State University
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ITEM 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
Summary Compensation Table
<TABLE>
<CAPTION>
Other
Name & annual Restricted LTIP All other
principle Salary Bonus compen- stock Options Payouts compen-
position Year ($) ($) sation($) awards($) SARs ($) sation($)
- ---------- ---- ------ ----- --------- ---------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A Chandler 1996 -0- -0- -0- -0- -0- -0- -0-
President 1997 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0- -0- -0-
D Fulton 1996 -0- -0- -0- -0- -0- -0- -0-
Director 1997 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
There are no current employment agreements between the Company and its executive
officers.
The Board agreed to pay Mr. Chandler for administrative services and services
related to the Company's business plan 100 shares of the Company's common stock
on September 15, 1994. The stock was valued at the price unaffiliated investors
paid for stock sold by the Company, $.10 per share. On December 8, 1999, 4,400
shares of the Company's common stock were issued to him per a 45 for 1 stock
split.
The Board agreed to pay Mr. Fulton for administrative services and services
related to the Company's business plan 100 shares of the Company's common stock
on September 15, 1994. The stock was valued at the price unaffiliated investors
paid for stock sold by the Company, $.10 per share. On December 8, 1999, 4,400
shares of the Company's common stock were issued to him per a 45 for 1 stock
split.
The terms of these stock issuances were as fair to the Company, in the Board's
opinion, as could have been made with an unaffiliated third party.
The officers currently devote an immaterial amount of time to manage the affairs
of the Company. The Directors and Principal Officers have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration for key personnel based
upon such factors as positive cash flow to include stock sales, product sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $15,000 at each month end. When
positive cash flow reaches $15,000 at each month end and appears sustainable the
board of directors will readdress compensation for key personnel and enact a
plan at that time which will benefit the Company as a whole. At this
-13-
<PAGE> 14
time, management cannot accurately estimate when sufficient revenues will occur
to implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr.
Chandler, an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes.
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 20,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of Common Stock
have cumulative voting rights. Holders of shares of Common Stock are entitled to
share ratably in dividends, if any, as may be declared, from time to time by the
Board of Directors in its discretion, from funds legally available therefor.
In the event of a liquidation, dissolution, or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding Common Stock is, and the shares offered by the Company pursuant to
this offering will be, when issued and delivered, fully paid and non-assessable.
The Securities and Exchange Commission has adopted Rule 15g-9 which established
the definition of a "penny stock", for the purposes relevant to the Company, as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (i) sets forth the basis
-14-
<PAGE> 15
on which the broker or dealer made the suitability determination; and (ii) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Disclosure also has to be made about the risks of
investing in penny stocks in both public offerings and in secondary trading and
about the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company plans to file for trading on the OTC Electronic Bulletin Board which
is sponsored by the National Association of Securities Dealers (NASD). The OTC
Electronic Bulletin Board is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network which provides
information on current "bids" and "asks" as well as volume information.
As of the date of this filing, there is no public market for the Company's
securities. As of January 31, 2000, the Company had 72 shareholders of record.
The Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the Securities
Act for sale by security holders. There is no public offering of equity and
there is no proposed public offering of equity.
ITEM 2
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On September 15, 1994, the shareholders authorized the issuance of 100 shares of
common stock for services to each of the officers and directors of the Company
for a total of 200 Rule
-15-
<PAGE> 16
144 shares. The Company relied upon Section 4(2) of Securities Act of 1993, as
amended (the "Act"). The Company issued the shares in satisfaction of management
services rendered to officers and directors, which does not constitute a public
offering.
From the period of approximately December 1, 1997 until January 31, 1998, the
Company offered and sold 91,000 shares at $0.10 per share to non-affiliated
private investors. The Company relied upon Section 4(2) of the Securities Act of
1993, as amended (the "Act"). Each prospective investor was given a private
placement memorandum designed to disclose all material aspects of an investment
in the Company, including the business, management, offering details, risk
factors and financial statements. Each investor also completed a subscription
confirmation letter and private placement subscription agreement whereby the
investors certified that they were purchasing the shares for their own accounts,
with investment intent and that each investor was either "accredited", or were
"sophisticated" purchasers, having prior investment experience or education, and
having adequate and reasonable opportunity and access to any corporate
information necessary to make an informed investment decision. This offering was
not accompanied by general advertisement or general solicitation and the shares
were issued with a Rule 144 restrictive legend.
Under the Securities Act of 1933 , all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.
Rule 144 under the 1933 Act sets forth conditions which if satisfied, permit
persons holding control securities (affiliated shareholders, i.e., officers,
directors or holders of at least ten percent of the outstanding shares) or
restricted securities (non-affiliated shareholders) to sell such securities
publicly without registration. Rule 144 sets forth a holding period for
restricted securities to establish that the holder did not purchase such
securities with a view to distribute. Under Rule 144, several provisions must be
met with respect to the sales of control securities at any time and sales of
restricted securities held between one and two years. The following is a summary
of the provisions of Rule 144: (a) Rule 144 is available only if the issuer is
current in its filings under the Securities an Exchange Act of 1934. Such
filings include, but are not limited to, the issuer's quarterly reports and
annual reports; (b) Rule 144 allows resale of restricted and control securities
after a one year hold period, subjected to certain volume limitations, and
resales by non-affiliates holders without limitations after two years; (c) The
sales of securities made under Rule 144 during any three-month period are
limited to the greater of: (i) 1% of the outstanding common stock of the issuer;
or (ii) the average weekly reported trading volume in the outstanding common
stock reported on all securities exchanges during the four calendar weeks
preceding the filing of the required notice of the sale under Rule 144 with the
SEC.
On December 8, 1999, the Board of Directors authorized a forward stock split of
45 for 1 resulting in a total of 4,104,000 shares of common stock issued and
outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses. As to
indemnification for liabilities arising under the
-16-
<PAGE> 17
Securities Act of 1933 for directors, officers or persons controlling the
Company, the Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy and
unenforceable.
PART F/S
The audited financial statements of the Company for the years ended March 31,
1998 and 1999, and the period ended January 31, 2000 and related notes which are
included in this offering have been examined by Barry Friedman, CPA, and have
been so included in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
-17-
<PAGE> 18
TEKRON, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
JANUARY 31, 2000
MARCH 31, 1999
MARCH 31, 1998
<PAGE> 19
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE #
------
<S> <C>
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
</TABLE>
<PAGE> 20
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors February 8, 2000
Tekron, Inc.
Poway, California
I have audited the accompanying Balance Sheets of Tekron, Inc. (A
Development Stage Company), as of January 31, 2000, March 31, 1999, and March
31, 1998, and the related statements of operations, stockholders' equity and
cash flows for the period April 1, 1999 to January 31, 2000, and the two years
ended March 31, 1999, and March 31, 1998. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Tekron, Inc. (A
Development Stage Company), as of January 31, 2000, March 31, 1999, and March
31, 1998, and the related statements of operations, stockholders' equity and
cash flows for the period April 1, 1999 to January 31, 2000, and the two years
ended March 31, 1999, and March 31, 1998, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ BARRY L. FRIEDMAN
- ---------------------------
Barry L. Friedman
Certified Public Accountant
<PAGE> 21
TEKRON, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
JANUARY MARCH MARCH
31, 2000 31, 1999 31, 1998
-------- -------- --------
<S> <C> <C> <C>
CURRENT ASSETS $9,100 $9,100 $9,100
------ ------ ------
TOTAL CURRENT ASSETS $9,100 $9,100 $9,100
------ ------ ------
OTHER ASSETS $ 0 $ 0 $ 0
------ ------ ------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
------ ------ ------
TOTAL ASSETS $9,100 $9,100 $9,100
------ ------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements
-2-
<PAGE> 22
TEKRON, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
JANUARY 31, MARCH 31, MARCH 31,
2000 1999 1998
----------- -------- --------
<S> <C> <C> <C>
CURRENT LIABILITIES $ 0 $ 0 $ 0
------ ------ ------
TOTAL CURRENT LIABILITIES $ 0 $ 0 $ 0
------ ------ ------
STOCKHOLDERS' EQUITY (Note #4)
Common stock
Par value $0.00001
Authorized 20,000,000 shares
Issued and outstanding at
March 31, 1998 -
91,200 shares $ 1
March 31, 1999 -
91,200 shares
$ 1
Common stock
Par value $0.001
Authorized 20,000,000 shares
Issued and outstanding at
January 31, 2000 -
4,104,000 shares $4,104
Additional Paid-In Capital +5,016 +9,119 +9,119
Deficit accumulated during
Development stage -20 -20 -20
------ ------ ------
TOTAL STOCKHOLDERS' EQUITY $9,100 $9,100 $9,100
------ ------ ------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: $9,100 $9,100 $9,100
------ ------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements
-3-
<PAGE> 23
TEKRON, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Year Year Year May 31,1994
Ended Ended Ended (Inception)
Jan. 31, Mar. 31, Mar. 31, to Jan. 31,
2000 1999 1998 2000
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
---------- ---------- ---------- ----------
EXPENSES
General, Selling and
Administrative $ 0 $ 0 $ 0 $ 20
---------- ---------- ---------- ----------
TOTAL EXPENSES $ 0 $ 0 $ 0 $ 20
---------- ---------- ---------- ----------
NET PROFIT/LOSS (-) $ 0 $ 0 $ 0 $-20
---------- ---------- ---------- ----------
Net Profit/Loss(-)
per weighted share
(Note 1) $ NIL $ NIL $ NIL $ NIL
---------- ---------- ---------- ----------
Weighted average
Number of common
shares outstanding 4,104,000 4,104,000 4,104,000 4,104,000
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements
-4-
<PAGE> 24
TEKRON, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
--------- ------ ---------- -------
<S> <C> <C> <C> <C>
Balance,
March 31, 1997 200 $ 1 $ 19 $-20
January 31, 1998
Issued For Cash 91,000 0 9,100
Net loss year ended
March 31, 1998 0
--------- ------ ------ ----
Balance,
March 31, 1998 91,200 $ 1 $9,119 $-20
Net loss year ended
March 31, 1999 0
--------- ------ ------ ----
Balance,
March 31, 1999 91,200 $ 1 $9,119 $-20
September 16, 1999
Changed Par Value
From $0.00001
To $0.001 +90 -90
December 8, 1999
Forward Stock Split
45 for 1 4,012,800 +4,013 -4,013
Net Loss
April 1, 1999 to
January 31, 2000 0
--------- ------ ------ ----
Balance,
January 31, 2000 4,104,000 $4,104 $5,016 $-20
--------- ------ ------ ----
</TABLE>
The accompanying notes are an integral part of these financial statements
-5-
<PAGE> 25
TEKRON, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Year Year Year May 31,1994
Ended Ended Ended (Inception)
Jan. 31, Mar. 31, Mar. 31, to Jan. 31,
2000 1999 1998 2000
-------- -------- -------- -----------
<S> <C> <C> <C> <C>
Cash flows from
operating activities
Net Loss $ 0 $ 0 $ 0 $-20
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issue Common Stock
For Services 0 0 0 +20
Changes in assets and
Liabilities 0 0 0 0
------ ------ ------ ------
Net cash used in
operating activities $ 0 $ 0 $ 0 $ 0
Cash flows from
investing activities 0 0 0 0
Cash flows from
financing activities
Issuance of Common
Stock for Cash 0 0 +9,100 +9,100
------ ------ ------ ------
Net Increase (decrease) $ 0 $ 0 $ 0 $ 0
Cash,
Beginning of period 9,100 9,100 0 0
------ ------ ------ ------
Cash, End of Period $9,100 $9,100 $9,100 $9,100
------ ------ ------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements
-6-
<PAGE> 26
TEKRON, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
January 31, 2000, March 31, 1999, and March 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 31, 1994, under the laws of the State of
Delaware as Tekron, Inc. The Company currently has no operations and in
accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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 statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of January 31, 2000.
-7-
<PAGE> 27
TEKRON, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
January 31, 2000, March 31, 1999, and March 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Reporting on Costs of Start-Up Activities
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
of Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires
most costs of start-up activities and organization costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. With the adoption of SOP
98-5, there has been little or no effect on the company's
financial statements.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of December 31, 1998, the Company had no dilative
common stock equivalents such as stock options.
-8-
<PAGE> 28
TEKRON, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
January 31, 2000, March 31, 1999, and March 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year End
The Company has selected March 31st as its fiscal year-end.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended January 31,
2000, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of March 31, 1999 is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $20
Valuation allowance $20
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire in 2015.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
-9-
<PAGE> 29
TEKRON, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
January 31, 2000, March 31, 1999, and March 31, 1998
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 20,000,000
shares with a par value $0.001 per share.
Preferred Stock
Tekron, Inc. has no preferred stock.
On September 15, 1994, the Company issued 200 shares of its $0.00001 par
value common stock in consideration of $0.10 per-share ($20.00) to its
directors.
On January 31, 1998, the Company issued 91,000 shares of its $0.00001
par value common stock for cash of $9,100.
On September 16, 1999, the State of Delaware approved the Company's
restated Articles of Incorporation, which changed the par value from
$0.00001 to $0.001.
On December 8, 1999, the Company approved a forward stock split on the
basis of 45 for 1, thus increasing the common stock from 91,200 shares
4,104,000 shares.
NOTE 5 - 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. The stockholders/officers and/or directors
have informally committed to advancing the operating costs of the
Company interest free.
-10-
<PAGE> 30
TEKRON, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
January 31, 2000, March 31, 1999, and March 31, 1998
NOTE 6 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
share of common stock.
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have
not been reflected therein. The officers and directors of the Company
are involved in other business activities and may in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
-11-
<PAGE> 31
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3(i) Articles of Incorporation Included
Exhibit 3(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Trademark Application Included
Exhibit 11 Statement re: computation of per share earnings See Financial Stmts.
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23 Consent of experts and counsel Included
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Tekron, Inc.
Date: 2/11/00 By /s/ Andrew Chandler
----------- ----------------------------------
Andrew Chandler, Pres., Sec. &
Director
Date: 2/11/00 By /s/ Don Fulton
----------- ----------------------------------
Don Fulton, Treasurer & Director
<PAGE> 1
State of Delaware
Office of the Secretary of State
----------------
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "TEKRON, INC.", FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY
OF MAY, A.D. 1994, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.
[GREAT SEAL OF THE STATE OF DELAWARE]
/s/ WILLIAM T. QUILLEN
-----------------------------------
[SEAL] William T. Quillen,
Secretary of State
AUTHENTICATION: 7135076
DATE: 05-31-94
<PAGE> 2
CERTIFICATE OF INCORPORATION
OF
TEKRON, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purpose hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation")
is called Tekron, Inc.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, City of Dover, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Twenty Million (20,000,000), all of which are of a
par value of $.00001 dollars each. All such shares are of one class and are
shares of Common stock.
FIFTH: The name and the mailing address of the incorporator are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
J. Klein 18200 Von Karman
Suite 100C
Irvine, California 92715
</TABLE>
SIXTH: The corporation is to have perpetual existence.
<PAGE> 3
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title B of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the Bylaws. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to
have the same meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of
directors need be by written ballot.
2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with
the provisions of Section 109 of the General Corporation Law of the
State of Delaware, and, after the corporation has received any payment
for any of its stock, the power to adopt, amend, or repeal
<PAGE> 4
the Bylaws of the corporation may be exercised by the Board of
Directors of the corporation; provided, however, that any provision
for the classification of directors of the corporation for staggered
terms pursuant to the provisions of subsection (d) of Section 141 of
the General Corporation Law of the State of Delaware shall be set
forth in an initial Bylaw or in a Bylaw adopted by the stockholders
entitled to vote of the corporation unless provisions for such
classification shall be set forth in this certificate of
incorporation.
3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (b) of Section 242 of the General
Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of
paragraph (7) of subsection (b) of Section 102 of the General Corporation Law
of the State of Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive by any other rights to which those indemnified may
be entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or
<PAGE> 5
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
ELEVENTH: From time to time any of the provisions of this certificate
of incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
DATED: May 27, 1994
/s/ J. KLEIN
--------------------------------------
J. Klein, Incorporator
<PAGE> 6
State of Delaware
OFFICE OF THE SECRETARY OF STATE PAGE 1
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "TEKRON, INC.", FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF SEPTEMBER, A.D.
1999, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9976660
DATE: 09-20-99
<PAGE> 7
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TEKRON, INC.
----------------------------
TEKRON, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation at a meeting duly
convened and held, adopted the following resolution:
RESOLVED: That the Board of Directors hereby declares it advisable and in
the best interest of the Company that Article Fourth of the Certificate of
Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which this corporation is
authorized to issue is Twenty Million Shares (20,000,000) of common stock
with a par value of $.001 amounting to Twenty Thousand dollars
($20,000.00).
SECOND: That the said amendment has been consented to and authorized by the
holders of a majority of the issued and outstanding stock entitled to vote by
written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed
by Andrew Chandler, this 16th day of September, 1999.
/s/ ANDREW CHANDLER
----------------------------------------
Andrew Chandler, President
<PAGE> 1
EXHIBIT 3(ii)
BY-LAWS
OF
TEKRON, INC.
-----------------------
ARTICLE I
OFFICES
1.1 Registered Office: The registered office shall be established
and maintained at and shall be the registered agent of the Corporation in
charge hereof.
1.2 Other Offices: The corporation may have other offices, either
within or without the State of Delaware, at such place or places as the Board
of Directors may from time to time appoint or the business of the corporation
may require, provided, however, that the corporation's books and records shall
be maintained at such place within the continental United States as the Board
of Directors shall from time to time designate.
ARTICLE II
STOCKHOLDERS
2.1 Place of Stockholders' Meetings: All meetings of the
stockholders of the corporation shall be held at such place or places, within
or outside the State of Delaware as may be fixed by the Board of Directors from
time to time or as shall be specified in the respective notices thereof.
2.2 Date and Hour of Annual Meetings of Stockholders: An annual
meeting of stockholders shall be held each year within five months after the
close of the fiscal year of the Corporation.
2.3 Purpose of Annual Meeting: At each annual meeting, the
stockholders shall elect the members of the Board of Directors for the
succeeding year. At any such annual meeting any further proper business may be
transacted.
2.4 Special Meetings of Stockholders: Special meetings of the
stockholders or of any class or series thereof entitled to vote may be called
by the President or by the Chairman of the Board of Directors, or at the
request in writing by stockholders of record owning at least fifty (50%)
percent of the issued and outstanding voting shares of common stock of the
corporation.
By-Laws-1
<PAGE> 2
2.5 Notice of Meetings of Stockholders: Except as otherwise
expressly required or permitted by law, not less than ten days nor more than
sixty days before the date of every stockholders' meeting the Secretary shall
give to each stockholder of record entitled to vote at such meeting, written
notice, served personally by mail or by telegram, stating the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Such notice, if mailed shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address for notices to such stockholder as
it appears on the records of the corporation.
2.6 Quorum of Stockholders: (a) Unless otherwise provided by the
Certificate of Incorporation or by law, at any meeting of the stockholders, the
presence in person or by proxy of stockholders entitled to cast a majority of
the votes thereat shall constitute a quorum. The withdrawal of any shareholder
after the commencement of a meeting shall have no effect on the existence of a
quorum, after a quorum has been established at such meeting.
(b) At any meeting of the stockholders at which a quorum
shall be present, a majority of voting stockholders, present in person or by
proxy, may adjourn the meeting from time to time without notice other than
announcement at the meeting. In the absence of a quorum, the officer presiding
thereat shall have power to adjourn the meeting from time to time until a
quorum shall be present. Notice of any adjourned meeting, other than
announcement at the meeting, shall not be required to be given except as
provided in paragraph (d) below and except where expressly required by law.
(c) At any adjourned session at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting originally called but only those stockholders entitled to vote at the
meeting as originally noticed shall be entitled to vote at any adjournment or
adjournments thereof, unless a new record date is fixed by the Board of
Directors.
(d) If an adjournment is for more than thirty days, or if
after the adjournment a new record date if fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
2.7 Chairman and Secretary of Meeting: The President, shall preside
at meetings of the stockholders. The Secretary shall act as secretary of the
meeting or if he is not present, then the presiding officer may appoint a
person to act as secretary of the meeting.
2.8 Voting by Stockholders: Except as may be otherwise provided by
the Certificate of Incorporation or these by-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
voting stock standing in his name on the books of the corporation on the record
date for the meeting. Except as otherwise provided by these by-laws, all
elections and questions shall be decided by the vote of a majority in interest
of the stockholders present in person or represented by proxy and entitled to
vote at the meeting.
By-Laws-2
<PAGE> 3
2.9 Proxies: Any stockholder entitled to vote at any meeting
of stockholders may vote either in person or by proxy. Every proxy shall be in
writing, subscribed by the stockholder or his duly authorized attorney-in-fact,
but need not be dated, sealed, witnessed or acknowledged.
2.10 Inspectors: The election of directors and any other vote
by ballot at any meeting of the stockholders shall be supervised by at least two
inspectors. Such inspectors may be appointed by the presiding officer before or
at the meeting; or if one or both inspectors so appointed shall refuse to serve
or shall not be present, such appointment shall be made by the officer presiding
at the meeting.
2.11 List of Stockholders: (a) At least ten days before every
meeting of stockholders, the Secretary shall prepare and make a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.
(b) During ordinary business hours, for a period of
at least ten days prior to the meeting, such list shall be open to examination
by any stockholder for any purpose germane to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or if not so specified, at the place where the
meeting is to be held.
(c) The list shall also be produced and kept at the
time and place of the meeting during the whole time of the meeting, and it may
be inspected by any stockholder who is present.
(d) The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by this Section 2.11 or the books of the corporation, or to vote in person or by
proxy at any meeting of stockholders.
2.12 Procedure at Stockholders' Meeting: Except as otherwise
provided by these by-laws or any resolutions adopted by the stockholders or
Board of Directors, the order of business and all other matters of procedure at
every meeting of stockholders shall be determined by the presiding officer.
2.13 Action By Consent Without Meeting: Unless otherwise
provided by the Certificate of Incorporation, any action required to be taken
at any annual or special meeting of stockholders, or any action which may be
taken at any annual or special meeting, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would by necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consent in writing.
By-Laws-3
<PAGE> 4
ARTICLE III
DIRECTORS
3.1 Powers of Directors: The property, business and affairs
of the corporation shall be managed by its Board of Directors which may
exercise all the powers of the corporation except such as are by the law of the
State of Delaware or Certificate of Incorporation or these by-laws required to
be exercised or done by the stockholders.
3.2 Number, Method of Election, Terms of Office of Directors:
The number of directors which shall constitute the Board of Directors shall be
(2) unless and until otherwise determined by a vote of a majority of the entire
Board of Directors. Each Director shall hold office until the next annual
meeting of stockholders and until his successor is elected and qualified,
provided, however, that a director may resign at any time. Directors need not
be stockholders.
3.3 Vacancies on Board of Directors; Removal: (a) Any
director may resign his office at any time by delivering his resignation in
writing to the Chairman of the Board or to the President. It will take effect
at the time specified therein or, if no time is specified, it will be effective
at the time of its receipt by the corporation. The acceptance of a resignation
shall not be necessary to make it effective, unless expressly so provided in
the resignation.
(b) Any vacancy in the authorized number of directors
may be filled by majority vote of the stockholders and any director so chosen
shall hold office until the next annual election of directors by the
stockholders and until his successor is duly elected and qualified or until his
earlier resignation or removal.
(c) Any director may be removed with or without cause
at any time by the majority vote of the stockholders given at a special meeting
of the stockholders called for that purpose.
3.4 Meetings of the Board of Directors: (a) The Board of
Directors may hold their meetings, both regular and special, either within or
outside the State of Delaware.
(b) Regular meetings of the Board of Directors may be
held at such time and place as shall from time to time be determined by
resolution of the Board of Directors. No notice of such regular meetings shall
be required. If the date designated for any regular meeting be a legal holiday,
then the meeting shall be held on the next day which is not a legal holiday.
(c) The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of the
stockholders for the election of officers and the transaction of such other
business as may come before it. If such meeting is held at the place of the
stockholders' meeting, no notice thereof shall be required.
By-Laws-4
<PAGE> 5
(d) Special meetings of the Board of Directors shall be held
whenever called by direction of the Chairman of the Board or the President or at
the written request of any one director.
(e) The Secretary shall give notice to each director of any
special meeting of the Board of Directors by mailing the same at least three
days before the meeting or by telegraphing, telexing, or delivering the same not
later than the date before the meeting.
Unless required by law, such notice need not include a statement
of the business to be transacted at, or the purpose of, any such meeting. Any
and all business may be transacted at any meeting of the Board of Directors. No
notice of any adjourned meeting need be given. No notice to or waiver by any
director shall be required with respect to any meeting at which the director is
present.
3.5 Quorum and Action: Unless provided otherwise by law or by the
Certificate of Incorporation or these by-laws, a majority of the Directors shall
constitute a quorum for the transaction of business; but if there shall be less
than a quorum at any meeting of the Board, a majority of those present may
adjourn the meeting from time to time. The vote of a majority of the Directors
present at any meeting at which a quorum is present shall be necessary to
constitute the act of the Board of Directors.
3.6 Presiding Officer and Secretary of the Meeting: The President,
or, in his absence a member of the Board of Directors selected by the members
present, shall preside at meetings of the Board. The Secretary shall act as
secretary of the meeting, but in his absence the presiding officer may appoint a
secretary of the meeting.
3.7 Action by Consent Without Meeting: Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board or committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes or proceedings of the Board or committee.
3.8 Action by Telephonic Conference: Members of the Board of
Directors, or any committee designated by such board, may participate in a
meeting of such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting.
3.9 Committees: The Board of Directors shall, by resolution or
resolutions passed by a majority of Directors designate one or more committees,
each of such committees to consist of one or more Directors of the Corporation,
for such purposes as the Board shall determine. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of such committee.
By-Laws-5
<PAGE> 6
3.10 Compensation of Directors: Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.
ARTICLE IV
OFFICERS
4.1 Officers, Title, Elections, Terms: (a) The elected officers of
the corporation shall be a President, a Treasurer and a Secretary, and such
other officers as the Board of Directors shall deem advisable. The officers
shall be elected by the Board of Directors at its annual meeting following the
annual meeting of the stockholders, to serve at the pleasure of the Board or
otherwise as shall be specified by the Board at the time of such election and
until their successors are elected and qualified.
(b) The Board of Directors may elect or appoint at any time, and
from time to time, additional officers or agents with such duties as it may deem
necessary or desirable. Such additional officers shall serve at the pleasure of
the Board or otherwise as shall be specified by the Board at the time of such
election or appointment. Two or more offices may be held by the same person.
(c) Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.
(d) Any officer may resign his office at any time. Such
resignation shall be made in writing and shall take effect at the time specified
therein or, if no time has been specified, at the time of its receipt by the
corporation. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation.
(e) The salaries of all officers of the corporation shall be
fixed by the Board of Directors.
4.2 Removal of Elected Officers: Any elected officer may be removed
at any time, either with or without cause, by resolution adopted at any regular
or special meeting of the Board of Directors by a majority of the Directors then
in office.
4.3 Duties: (a) President: The President shall be the principal
executive officer of the corporation and, subject to the control of the Board of
Directors, shall supervise and control all the business and affairs of the
corporation. He shall, when present, preside at all meetings of the stockholders
and of the Board of Directors. He shall see that all orders and resolutions of
the Board of Directors are carried into effect (unless any such order or
resolution shall provide otherwise), and in general shall perform all duties
incident to the office
By-Laws-6
<PAGE> 7
of president and such other duties as may be prescribed by the Board of
Directors from time to time.
(b) Treasurer: The Treasurer shall (1) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(2) receive and give receipts for moneys due and payable to the corporation
from any source whatsoever; (3) deposit all such moneys in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected by resolution of the Board of Directors; and (4) in general perform
all duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors. He shall, if required by the Board of Directors, give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties
as the Board of Directors shall determine.
(c) Secretary: The Secretary shall (1) keep the minutes of
the meetings of the stockholders, the Board of Directors, and all committees,
if any, of which a secretary shall not have been appointed, in one or more
books provided for that purpose; (2) see that all notices are duly given in
accordance with the provisions of these by-laws and as required by law; (3) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents, the execution of
which on behalf of the corporation under its seal, is duly authorized; (4) keep
a register of the post office address of each stockholder which shall be
furnished to the Secretary by such stockholder; (5) have general charge of stock
transfer books of the Corporation; and (6) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.
ARTICLE V
CAPITAL STOCK
5.1 Stock Certificates: (a) Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the President and by the Treasurer or the Secretary,
certifying the number of shares owned by him.
(b) If such certificate is countersigned by a transfer agent
other than the corporation or its employee, or by a registrar other than the
corporation or its employee, the signatures of the officers of the corporation
may be facsimiles, and, if permitted by law, any other signature may be a
facsimile.
(c) In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the date of issue.
By-Laws-7
<PAGE> 8
(d) Certificates of stock shall be issued in such form not
inconsistent with the Certificate of Incorporation as shall be approved by the
Board of Directors, and shall be numbered and registered in the order in which
they were issued.
(e) All certificates surrendered to the corporation shall be
canceled with the date of cancellation, and shall be retained by the Secretary,
together with the powers of attorney to transfer and the assignments of the
shares represented by such certificates, for such period of time as shall be
prescribed from time to time by resolution of the Board of Directors.
5.2 Record Ownership: A record of the name and address of the holder of
such certificate, the number of shares represented thereby and the date of
issue thereof shall be made on the corporation's books. The corporation shall
be entitled to treat the holder of any share of stock as the holder in fact
thereof, and accordingly shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as required by law.
5.3 Transfer of Record Ownership: Transfers of stock shall be made on the
books of the corporation only by direction of the person named in the
certificate or his attorney, lawfully constituted in writing, and only upon the
surrender of the certificate therefor and a written assignment of the shares
evidenced thereby. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer if, when the certificates are presented to the corporation for
transfer, both the transferor and the transferee request the corporation to do
so.
5.4 Lost, Stolen or Destroyed Certificates: Certificates representing
shares of the stock of the corporation shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed in such manner and
on such terms and conditions as the Board of Directors from time to time may
authorize.
5.5 Transfer Agent; Registrar; Rules Respecting Certificates: The
corporation may maintain one or more transfer offices or agencies where stock
of the corporation shall be transferable. The corporation may also maintain one
or more registry offices where such stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.
5.6 Fixing Record Date for Determination of Stockholders of Record: The
Board of Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to vote at, any
meeting of the stockholders or any adjournment thereof, or the stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a determination of the
stockholders for the purpose of any other lawful action. Such record date in
any case shall be not more than sixty days nor less than ten days before the
date of a meeting of the stockholders, nor more than sixty days prior to any
other action requiring such determination of the stockholders. A determination
of stockholders of record entitled to notice or to vote at a meeting of
stockholders shall apply to any adjournment
By-Laws-8
<PAGE> 9
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
5.7 Dividends: Subject to the provisions of the Certificate
of Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the Board of Directors from time to time in
their discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem conducive to the interests of the corporation.
ARTICLE VI
SECURITIES HELD BY THE CORPORATION
6.1 Voting: Unless the Board of Directors shall otherwise
order, the President, the Secretary or the Treasurer shall have full power and
authority, on behalf of the corporation, to attend, act and vote at any meeting
of the stockholders of any corporation in which the corporation may hold stock,
and at such meeting to exercise any or all rights and powers incident to the
ownership of such stock, and to execute on behalf of the corporation a proxy or
proxies empowering another or others to act as aforesaid. The Board of
Directors from time to time may confer like powers upon any other person or
persons.
6.2 General Authorization to Transfer Securities Held by the
Corporation.
(a) Any of the following offices, to wit the President and the
Treasurer shall be, and they hereby are, authorized and empowered to transfer,
convert, endorse, sell, assign, set over and deliver any and all shares of
stock, bonds, debentures, notes, subscription warrants, stock purchase warrants,
evidence of indebtedness, or other securities now or hereafter standing in the
name of or owned by the corporation, and to make, execute and deliver, under the
seal of the corporation, any and all written instruments of assignment and
transfer necessary or proper to effectuate the authority hereby conferred.
(b) Whenever there shall be annexed to any instrument of
assignment and transfer executed pursuant to and in accordance with the
foregoing paragraph (a), a certificate of the Secretary of the corporation in
office at the date of such certificate setting forth the provisions of this
Section 6.2 and stating that they are in full force and effect and setting
forth the names of persons who are then officers of the corporation, then all
persons to whom such instrument and annexed certificate shall thereafter come,
shall be entitled, without further inquiry or investigation and regardless of
the date of such certificate, to assume and to act in reliance upon the
assumption that the shares of stock or other securities named in such
instrument were theretofore duly and properly transferred, endorsed, sold,
assigned, set over and delivered by the corporation, and that with respect to
such securities the authority of these provisions of the by-laws and of such
officers is still in full force and effect.
By-Laws - 9
<PAGE> 10
ARTICLE VII
MISCELLANEOUS
7.1 Signatories: All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
7.2 Seal: The seal of the corporation shall be in such form and
shall have such content as the Board of Directors shall from time to time
determine.
7.3 Notice and Waiver of Notice: Whenever any notice of the time,
place or purpose of any meeting of the stockholders, directors or a committee is
required to be given under the law of the State of Delaware, the Certificate of
Incorporation or these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the holding
thereof, or actual attendance at the meeting in person or, in the case of any
stockholder, by his attorney-in-fact, shall be deemed equivalent to the giving
of such notice to such persons.
7.4 Indemnity: The corporation shall indemnify its directors,
officers and employees to the fullest extent allowed by law, provided, however,
that it shall be within the discretion of the Board of Directors whether to
advance any funds in advance of disposition of any action, suit or proceeding,
and provided further that nothing in this section 7.4 shall be deemed to obviate
the necessity of the Board of Directors to make any determination that
indemnification of the director, officer or employee is proper under the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of Section 145 of the Delaware General Corporation Law.
7.5 Fiscal Year: Except as from time to time otherwise determined
by the Board of Directors, the fiscal year of the corporation shall end on March
31st.
By-Laws - 10
<PAGE> 1
Exhibit 10
Trademark/Service Mark Application Page 1 of 2
*TRADEMARK/SERVICE MARK APPLICATION*
*TO THE ASSISTANT COMMISSIONER FOR TRADEMARKS*
<DOCUMENT INFORMATION>
<TRADEMARK/SERVICEMARK APPLICATION>
<VERSION 1.2>
<APPLICANT INFORMATION>
[NAME] Tekron, Inc.
<STREET> 13123 Poway Road
[CITY] Poway
[STATE] CA
<COUNTRY> USA
<ZIP/POSTAL CODE> 92064
<TELEPHONE NUMBER> 619-692-5868
<FAX NUMBER> 619-291-6499
<APPLICANT ENTITY INFORMATION>
<CORPORATION: STATE/COUNTRY OF INCORPORATION> Delaware
<TRADEMARK/SERVICEMARK INFORMATION>
<MARK> marineservice.net
<TYPED FORM> Yes
~Applicant requests registration of the above-identified trademark/service mark
in the United States Patent and Trademark Office on the Principal Register
established by the Act of July 5, 1946 (15 U.S.C. Section 105 et seq., as
amended).~
<BASIS FOR FILING AND GOODS/SERVICES INFORMATION>
<INTENT TO USE: SECTION 1(b) Yes
~Applicant has a bona fide intention to use the mark in commerce on or in
connection with the below-identified goods/serves. (15 U.S.C. Section 1051(b),
as amended.)~
<LISTING OF GOODS AND/OR SERVICES> Internet website providing information on
company's boat servicing business
<FEE INFORMATION>
<TOTAL FEES PAID> 325
<NUMBER OF CLASSES> 1
<SIGNATURE AND OTHER INFORMATION>
~PTO-APPLICANT DECLARATION: The undersigned, being hereby warned that willful
false statements and the like so made are punishable by fine or imprisonment, or
both, under 18 U.S.C. Section 1001, and that such willful false statements may
jeopardize the validity of the application or any resulting registration,
declares that he/she is properly authorized to execute this application on
behalf of the applicant; he/she believes the applicant to be the owner of the
trademark/service mark sought to be registered, or, if the application is being
<PAGE> 2
Trademark/Service Mark Application Page 2 of 2
filed under 15 U.S.C. Section 1051(b), he/she believes applicant to be entitled
to use such mark in commerce; to the best of his/her knowledge and belief no
other person, firm, corporation, or association has the right to use the mark
in commerce, either in the identical form thereof or in such near resemblance
thereto as to be likely, when used on or in connection with the goods/services
of such other person, to cause confusion, or to cause mistake, or to deceive;
and that all statements made of his/her own knowledge are true; and that all
statements made on information and belief are believed to be true.
[SIGNATURE] /s/ ANDY CHANDLER
------------------------------- * please sign here *
[DATE] 2-7-00
-------------------------------
[NAME] Andrew Chandler
[TITLE] President
The information contained on this form allows the PTO to determine whether
mark may be registered on the Principal or Supplemental register and provides
proof of an applicant's claim of ownership of the mark. Respondents to the
request for information are required to obtain the benefit of a registration on
the Principal or Supplemental register is U.S.C. Sections 105.1 et. seq. and 27
C.P.R. Part 2. Any information collected will be made public. Gathering and
providing the information will require an estimated 12 or 18 minutes (depending
if the application is based on an intent to use the mark in commerce, use of the
mark in commerce or a foreign applicant or registration). Please direct comments
on the time needed to complete this form, and/or suggestions for reducing this
burden to the Chief Information Officer, U.S. Patent and Trademark Office, U.S.
Department of Commerce, Washington D.C. 20231. Please note that the PTO may not
conduct or sponsor a collection of information using a form that does not
display a valid OMB Control Number.
<PAGE> 3
PTO Drawing Page Page 1 of 1
Drawing Page
Date/Time Stamp: Friday, 02-11-2000 13:39:18 EST
Applicant:
Tekron, Inc.
13123 Poway Road
Poway, CA 92064
USA
DATE OF FIRST USE ANYWHERE: INTENT-TO-USE (SECTION 1(b))
DATE OF FIRST USE IN COMMERCE: INTENT-TO-USE (SECTION 1(b))
GOODS AND SERVICES:
Internet website providing information on company's boat servicing business
MARK:
MARINESERVICE.NET
<PAGE> 1
EXHIBIT 23
To Whom It May Concern: February 8, 2000
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of February 8, 2000, on the Financial
Statements of TEKRON, INC., as of January 31, 2000, in any filings that are
necessary now or in the near future with the U.S. Securities and Exchange
Commission.
Very truly yours,
/s/ BARRY L. FRIEDMAN
- ---------------------------
Barry L. Friedman
Certified Public Accountant
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR PERIOD ENDING JANUARY 31, 2000, YEAR ENDING MARCH 31,
1999, AND YEAR ENDING MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH TEKRON, INC. 10-KSB.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> 10-MOS YEAR YEAR
<FISCAL-YEAR-END> MAR-31-2000 MAR-31-1999 MAR-31-1998
<PERIOD-START> APR-01-1999 APR-01-1998 APR-01-1997
<PERIOD-END> JAN-31-2000 MAR-31-1999 MAR-31-1998
<CASH> 9,100 9,100 9,100
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 9,100 9,100 9,100
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 9,100 9,100 9,100
<CURRENT-LIABILITIES> 0 0 0
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 4,104 1 1
<OTHER-SE> 5,016 9,119 9,119
<TOTAL-LIABILITY-AND-EQUITY> 9,100 9,100 9,100
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> 0 0 0
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 0 0 0
<EPS-BASIC> .00 .00 .00
<EPS-DILUTED> .00 .00 .00
</TABLE>
