<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers Under Section 12(g)
of the Securities Exchange Act of 1934
CAPITAL GROUP ONE, INC.
(Name of Small Business Issuer in its charter)
FLORIDA 65-0740090
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
270 NW 3rd Court 33432-3720
Boca Raton, Florida (Zip Code)
(Address of principal executive offices)
Issuer's Telephone: (561) 368-1427
------------------------------------------
Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each exchange on which each
to be so registered Class is to be registered
- ------------------- -----------------------------------
- NONE -
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK $.001 PAR VALUE
(Title of Class)
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TABLE OF CONTENTS
PART I ......................................................................1
ITEM 1. DESCRIPTION OF BUSINESS ...............................1
ITEM 2. PLAN OF OPERATION .....................................2
ITEM 3. DESCRIPTION OF PROPERTY .............................. 3
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT ................................ 4
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS .................................. 5
ITEM 6. EXECUTIVE COMPENSATION.................................6
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS ........................................ 6
ITEM 8. DESCRIPTION OF SECURITIES .............................7
PART II ................................................................... 7
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS .................................. 7
ITEM 2. LEGAL PROCEEDINGS .................................... 7
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.................................. 8
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES............... 8
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS............. 8
PART F/S.................................................................... 9
FINANCIAL STATEMENTS.................................................F-1
PART III ...................................................................10
ITEM 1. INDEX TO EXHIBITS.................................... 10
SIGNATURES................................................................. 11
<PAGE> 3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) BUSINESS DEVELOPMENT
Capital Group One, Inc. ( the "Company") was incorporated on March 12,
1997 under the laws of the State of Florida. See Exhibit 2(i) at Page E-1.
The Bylaws of the Company are included as Exhibit 2 (iii) commencing at
Page E-6.
(b) BUSINESS OF ISSUER
At its inception, the Company adopted a Business Plan with the
objective of having the Company purchase foreclosed residential homes for the
purpose of renovating such homes and placing them for resale thereafter.
The Business Plan of the Company set forth the following guidelines for
its planned operations:
o All homes will be purchased only in the counties of Dade,
Broward and Palm Beach, Florida.
o The price to be paid, per residence acquired, will not exceed
$55,000.
o The selling price will not be less than $70,000.
o The selling price will be based on the rule that the minimum
gross profit per residence will be $10,000. Any price above
$70,000 will be based on market conditions at the time of
sale.
o The anticipated turn-around-time, meaning the time from the
date of purchase to date of sale will be 3 months.
Subsequent to its formation, the Company sold 1,000,000 shares of its
common stock, in units of 100,000 shares each, to 10 persons at the par price of
the stock ($.001), per share, thus raising $1,000 in cash proceeds. These sales
were made under Regulation D as promulgated by the Securities and Exchange
Commission. The proceeds were primarily used to conduct feasibility research as
to the acquisition and sale of foreclosed properties.
The information received by the Company indicated that economic
conditions were not favorable to proceed with the Business Plan at that time. As
a consequence, the Company has not yet commenced active business operations
although it remains a corporation in good standing under Florida law.
The initial proceeds of $1,000 received by the Company were expended in
1997 for
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research and development. The Company has been inactive subsequently and has no
employees as of the date of this filing.
ITEM 2. PLAN OF OPERATION
(a) PLAN OF OPERATION
Subsequent to the effective date of this registration statement the
Company intends to fund its operations for the next twelve months by issuing
convertible promissory notes as follows:
o The offering will be under Rule 506 of Regulation D, as
promulgated by the Securities and Exchange Commission.
o The offering will be limited to 20 persons that qualify as
accredited investors as defined in Regulation ss.230.501 or
that meet the level of financial sophistication as Specified
in Regulation ss.230.506(b) (2) (ii).
o The offering shall consist of 20 Units of $60,000 each, thus
providing proceeds of $1,200,000 if all of the units as
offered are sold.
The convertible promissory notes to be sold under the proposed
offering will each have the following provisions:
o The note will be issued for $65,000, with the provision that
no additional interest shall be paid.
o The note shall mature at the end of one year from the date of
issue.
o The Company reserves the right to prepay the note in its
entirety at any time, providing that the full maturity value
of $65,000 must be paid.
o At any time prior to the maturity of the note, the holder
shall have the option of converting the note in full to 65,000
shares of the voting common stock of the Company.
o The note will provide for an adjustment if the Company has
splits, calls, or dividends prior to the maturity of the note.
o Any stock issued as a result of a conversion will be
restricted stock.
o The note shall be assignable, provided that the assignee shall
comply with all terms of the note.
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At the present time the Company has no specific consequential cash
requirements because it is inactive. The Company has no employees and does not
plan to hire any employees. All of its work will be done by independent
contractors.
Upon such time as the Company sells the first unit under the planned
offering as discussed above, it will be in the position to commence its
operations. These operations consist of the purchase of a foreclosed or similar
distressed residential home. The proceeds from the sale of a given unit
($60,000) should be sufficient to purchase the property, perform the necessary
renovations, and list it for sale.
Assuming that all of the units in the proposed offering are purchased
by investors, it is anticipated that the Company will be able to acquire 20
residential properties for renovation and resale. On the assumed basis that a
gross profit of $10,000 may be achieved upon the sale of each residence, after
payment of the promissory note to the investor, the Company should retain $5,000
in net profit, or $100,000 in net profit if 20 residences are purchased and
resold at the minimum levels that are anticipated.
It should also be noted that the Company anticipates that
substantially all of the proceeds from the sale of a given unit in the proposed
offering will be available for the business objectives of the company. This is
so because the Company will sell all units under the proposed offering and thus
there will be no payment of sales commissions. Further, the President of the
Company, as an attorney, has agreed to waive all legal costs that otherwise
would be incurred in the offering.
ITEM 3. DESCRIPTION OF PROPERTY
(a) LOCATION AND CONDITION OF PROPERTY
The Company has no real properties or leasehold interests at this
time. The Company is not currently engaged in any real estate activities.
The Company's principal place of business is located at 270 N.W. 3rd
Court, Boca Raton, Florida 33432, which offices are provided by Ledyard H.
DeWees, P.A., a professional association owned by Ledyard H. DeWees, Esq. on a
rent-free basis pursuant to an oral agreement. It is anticipated that this
arrangement will be suitable for the needs of the Company for the foreseeable
future.
(b) INVESTMENT POLICIES
(1) INVESTMENTS IN REAL ESTATE.
The only activities of this Company will consist of applying all
available funds toward the purchase of residential residences within the
geographic boundaries of Dade County, Broward County and Palm Beach County,
State of Florida. The purchases will be limited to those properties under
foreclosure or similar distressed conditions. The
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maximum to be paid for any such residence will be $55,000. All purchases will be
for cash. There will be no financing of any real estate purchases.
It is the expressed intention of the Company to sell the residential
properties as quickly as possible, following their renovation after the
purchase. The primary goal is the realization of income. In any event, the sales
of the residences will be the business of the Company and all sales will be
income, within the meaning as expressed in the Internal Revenue Code.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
- ------------------------------- ---------- ----------
Common Ledyard H. DeWees 1,200,000 54.545%
270 NW 3rd Court
Boca Raton, FL 33432
(b) SECURITY OWNERSHIP OF MANAGEMENT
The table below lists the beneficial ownership of the sole director and
the only officer(s) (serves as President and Secretary) of the Company.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
- ------------------------------- ---------- ----------
Common Ledyard H. DeWees 1,200,000 54.545%
270 NW 3rd Court
Boca Raton, FL 33432
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(c) CHANGES IN CONTROL
There are no arrangements existing that may result in a change of
control of this Company.
The Company has no warrants, options, rights, conversion privileges,
voting trusts, or similar obligations in effect as of the date of filing this
registration statement.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMO1T~RS AND CONTROL PERSONS
(a) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS
The director and the officers of the Company are as follows:
NAME AGE POSITION
- ---- --- --------
Ledyard H. DeWees 68 Sole Director
President and Secretary
Ledyard H. DeWees has been the sole Director and the President and
Secretary since the formation of the corporation on March 12, 1997. He would be
considered as a Promoter of the Company.
Ledyard H. DeWees is an attorney and a member of the Florida Bar (Bar
#0019426). He has been a licensed attorney since November 6, 1959. He conducts
his practice in Florida as an association, Ledyard H. DeWees, P.A., of which he
is the sole stockholder.
Ledyard H. DeWees is not a director in any reporting companies.
(b) IDENTIFY SIGNIFICANT EMPLOYEES
The Company has no employees at this time and does not intend to have
employees in the foreseeable future.
(c) FAMILY RELATIONSHIPS
There are no family relationships in respect to the sole director and
the officers.
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGG
Not applicable.
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ITEM 6. EXECUTIVE COMPENSATION
(a) GENERAL
Ledyard H. DeWees is President and Secretary of the Company. There are
no other officers and there are no employees. Mr. DeWees has never received any
compensation for services rendered to the Company and there are no plans for
payment of compensation in the foreseeable future. Further, the director and
officers are not accruing any compensation pursuant to any agreement with the
Company, or otherwise. Finally, there are no plans or agreements to pay Mr.
DeWees compensation under any other designation.
(b) SUMMARY COMPENSATION TABLE
Not applicable.
(c) OPTION/SAR GRANTS TABLE
Not applicable.
(d) AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR
VALUE TABLE
Not applicable.
(e) LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE
Not applicable.
(f) COMPENSATION OF DIRECTORS
There are no arrangements whatsoever pertaining to compensation for the
sole director.
(g) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-
IN-CONTROL ARRANGEMENTS
Not applicable
(h) REPORT ON REPRICING OF OPTIONS/SAR'S
Not applicable.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.
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ITEM 8. DESCRIPTION OF SECURITIES
(a) COMMON STOCK
The Company is authorized to issue 50,000,000 (Fifty Million) shares of
common stock, with a par value of $0.001 per share. Each share of common stock
has one vote.
There are no fixed rights to dividends on the common stock. Dividends
may be paid in cash, stock or otherwise as determined by the Board of Directors
from funds lawfully available for such distributions.
The Articles of Incorporation do not provide for any preemptive rights
to shareholders. Consequently, under Florida law the shareholders do not have
preemptive rights.
All shares of common stock when issued shall be fully paid and shall be
non-assessable.
(b) DEBT SECURITIES
None
(c) OTHER SECURITIES TO BE REGISTERED
None
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
(a) MARKET INFORMATION
There is no public trading market for the Company's stock and
management has not undertaken any discussions, preliminary or otherwise, with
any prospective market maker regarding a public market for the stock.
(b) HOLDERS
There are 11 shareholders of record of the Company's common stock.
(c) DIVIDENDS
The Company has not paid any dividends to date and has no plans to do
so in the foreseeable future. The Company has no revenues and thus there is no
basis for any dividend payment.
ITEM 2. LEGAL PROCEEDINGS
There is no litigation of any type whatsoever pending or threatened by
or against the Company, its officers and/or its director.
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ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has not changed accountants during the previous two year
period to the date of this registration statement and there are no disagreements
with the findings of said accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The Company has not sold any of its stock or other securities in any
form within the three years preceding the date of this registration statement.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLE VII of the Bylaws of the Company, entitled "INDEMNIFICATION AND
INSURANCE" provides as follows:
"SECTION 1. INDEMNIFICATION UNDER BOA SECTION 607.0850
The corporation shall have the power to indemnify any director,
officer, employee, or agent of the corporation as provided in Section 607.0850
of the Business Corporation Act.
SECTION 2. ADDITIONAL INDEMNIFICATION
The corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any Bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in the person's official capacity and as to action
in another capacity while holding such office. However, such further
indemnification or advancement of expenses shall not be made in those instances
specified in Section 607.0850(7) (a-d) of the Business Corporation Act."
Florida Statute ss.607.0850 provides for the indemnification of a
director and/or officer who is a party to any legal proceeding against them "...
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful."
Florida Statute ss.607.0850(7) also provides that there shall be no
indemnification to or on behalf of any director or officer if a judgment or
other final adjudication establishes that his or her actions, or omissions to
act, were material to the cause of action so adjudicated and constitute (a) a
violation of criminal law unless the officer or director had reasonable cause to
believe his or her conduct was unlawful; (b) a transaction whereby the director
or officer derived an improper personal benefit; (c) in the case of a director,
a violation of his or her fiduciary duties; or (d) willful misconduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or controlling persons
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Securities & Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.
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PART F/S
FINANCIAL STATEMENTS.
Attached audited financial statements for Capital Group One, Inc. for
the fiscal period ending February 29, 2000 are submitted in compliance with Item
310 of Regulation S-B.
No interim financial statements are included in Part F/S because no
quarter of the current fiscal year has been completed as of the date of this
filing.
9
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CAPITAL GROUP ONE, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FEBRUARY 29, 2000
<PAGE> 13
CAPITAL GROUP ONE, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
----
Independent Auditor's Report F-1
Financial Statements:
Balance Sheet F-2
Statements of Operations F-3
Statement of Changes in Stockholders'
Equity F-4
Statements of Cash Flows F-5 to F-6
Notes to Financial Statements F-7 to F-8
<PAGE> 14
EARL M. COHEN, C.P.A., P.A.
---------------------------
Certified Public Accountant
2505 N.W. Boca Raton Blvd. o Suite 10
Boca Raton, Florida 33431
Tel.: (561) 347-1608 Fax: (561) 417-9984
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors
Capital Group One, Inc.
I have audited the accompanying balance sheet of Capital Group One, Inc. (a
development stage company), as of February 29, 2000 and the related statements
of operations, changes in stockholders' equity and cash flows for the years
ended February 29, 2000 and February 28, 1999 and for the period from March 12,
1997 (inception)through February 29, 2000. 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 I 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 Capital Group One, Inc. (a
development stage company) as of February 29, 2000, and the results of its
operations and its cash flows for the years ended February 29, 2000 and February
28, 1999 and for the period from March 12, 1997 (inception) through February 29,
2000 in conformity with generally accepted accounting principles.
/s/ Earl M. Cohen, CPA PA
-----------------------------------
Earl M. Cohen, CPA PA
March 14, 2000
MEMBER
American Institute of Certified Public Accountants
Florida Institute of Certified Public Accountants
F-1
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CAPITAL GROUP ONE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
FEBRUARY 29, 2000
ASSETS
CURRENT ASSETS
Cash $ 1,200
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Due to stockholder $ 459
-------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 50,000,000
shares authorized, 2,200,000 shares
issued and outstanding 2,200
Deficit accumulated during the development
stage (1,459)
Total Stockholders' Equity 741
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,200
Read accompanying Notes to Financial Statements.
F-2
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CAPITAL GROUP ONE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
AND
PERIOD FROM MARCH 12, 1997 (INCEPTION) THROUGH FEBRUARY 29, 2000
<TABLE>
<CAPTION>
March 12,
1997
Year Ended Year Ended (Inception)
February 29, February 28, to February 29,
2000 1999 2000
---- ---- ----
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
EXPENSES
General and administrative 309 150 1,459
------- ------- -------
NET (LOSS) $ (309) $ (150) $(1,459)
======= ======= =======
(LOSS) PER SHARE $ -- $ -- $ --
======= ======= =======
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 2,200,000 2,200,000 2,200,000
========= ========= =========
</TABLE>
Read accompanying Notes to Financial Statements.
F-3
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CAPITAL GROUP ONE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM MARCH 12, 1997 (INCEPTION) THROUGH FEBRUARY 29, 2000
<TABLE>
<CAPTION>
Common Stock Deficit
----------------- Accumulated
Number of Par During the Development
Shares Value Stage Total
--------- ----- ---------------------- -----
<S> <C> <C> <C> <C>
Common shares issued for
cash 1,000,000 $1,000 $ -- $ 1,000
Common shares issued in
exchange for note
receivable 1,200,000 1,200 -- 1,200
Net (loss) -- -- (1,459) (1,459)
--------- ------ ------- -------
Balance - February 29,
2000 2,200,000 $2,200 $(1,459) $ 741
========= ====== ======= =======
</TABLE>
Read accompanying Notes to Financial Statements.
F-4
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CAPITAL GROUP ONE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
AND
PERIOD FROM MARCH 12, 1997 (INCEPTION) THROUGH FEBRUARY 29, 2000
<TABLE>
<CAPTION>
March 12,
1997
Year Ended Year Ended (Inception)
February 29, February 28, to February 29,
2000 1999 2000
------------ ------------ ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $ (309) $ (150) $(1,459)
------ ------ -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Repayment of note receivable -
stockholder 1,200 -- 1,200
------ ------ ------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common
stock -- -- 1,000
Increase in amount due to
stockholder 309 150 459
------ ------ -------
NET CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES 309 150 1,459
------ ------ -------
NET INCREASE IN CASH 1,200 -- 1,200
CASH - BEGINNING -- -- --
------ ------ -------
CASH - ENDING $1,200 $ -- $ 1,200
====== ====== =======
</TABLE>
Read accompanying Notes to Financial Statements.
F-5
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CAPITAL GROUP ONE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW (CONTINUED)
YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
AND
PERIOD FROM MARCH 12, 1997 (INCEPTION) THROUGH FEBRUARY 29, 2000
<TABLE>
<CAPTION>
March 12,
1997
Year Ended Year Ended (Inception)
February 29, February 28, to February 29,
2000 1999 2000
------------ ------------ ---------------
<S> <C> <C> <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Common stock issued in exchange
for note receivable $ -- $ -- $1,200
====== ====== ======
</TABLE>
Read accompanying Notes to Financial Statements.
F-6
<PAGE> 20
CAPITAL GROUP ONE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION
Capital Group One, Inc. was incorporated on March 12, 1997
under the laws of the State of Florida. The company is engaged
in the acquisition and renovation of foreclosed residential
homes for resale. The company's headquarters is in Boca Raton,
Florida. The Company is currently in the process of
registering its securities under the Securities Exchange Act
of 1934. Since inception, planned operations have not
commenced.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES
Deferred income taxes are provided for differences between the
basis of assets and liabilities for financial and income tax
reporting. A valuation allowance is provided against deferred
income tax assets in circumstances where management believes
recoverability of a portion of the assets is not reasonably
assured.
(LOSS) PER SHARE
(Loss) per share is computed by dividing net (loss) for the
year by the weighted average number of shares outstanding.
STATEMENT OF CASH FLOWS
For purposes of this statement the Company considers all
highly liquid investments with an original maturity of three
months or less to be cash equivalents.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing
financial statements in accordance with generally accepted
accounting principles. Those estimates and assumptions affect
the reported amounts of assets and
F-7
<PAGE> 21
CAPITAL GROUP ONE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES (CONTINUED)
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the estimates that
were assumed in preparing the financial statements.
NOTE 3. RELATED PARTY TRANSACTIONS
NOTE RECEIVABLE - STOCKHOLDER
On March 15, 1997, the majority stockholder issued a
non-interest bearing note to the Company for the purchase of
1,200,000 common shares. The note was repaid on February 22,
2000.
DUE TO STOCKHOLDER
Due to stockholder consists of advances made by the majority
stockholder to pay state annual filing fees. These advances
are non-interest bearing and are expected to be repaid within
the next twelve months.
NOTE 4. CAPITAL STOCK
The Company has authorized 50,000,000 common shares with a par
value of $.001 per share. As of February 29, 2000 and February
28, 1999, 2,200,000 common shares were issued and outstanding.
F-8
<PAGE> 22
PART III
ITEM 1. INDEX TO EXHIBITS
EXHIBIT NUMBER PAGE NUMBER DESCRIPTION
-------------- ----------- -----------
2(i) E-1 Articles of Incorporation of
Capital Group One, Inc.
2(iii) E-5 Bylaws of Capital Group One, Inc.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 27, 2000
By: /s/ Ledyard H. DeWees
-------------------------------
Ledyard H. DeWees
President
11
<PAGE> 1
Exhibit 2(i)
ARTICLES OF INCORPORATION
OF
CAPITAL GROUP ONE, INC.
The undersigned, acting as incorporator of a corporation under the
Florida Business Corporation Act, adopts the following Articles of
Incorporation of such corporation:
ARTICLE I
The name of the corporation is: CAPITAL GROUP ONE, INC.
ARTICLE II
The period of duration of the corporation is perpetual.
ARTICLE III
The Purpose or Purposes for which the corporation is organized is to
engage in any type of activity, within or without the United States which is
lawful under the laws of the United States and the State of Florida.
ARTICLE IV
The street address of the initial principal office of the corporation
and the mailing address of the corporation is: 1085 Tamarind Way, S.W., Boca
Raton, Florida 33486.
E-1
<PAGE> 2
ARTICLE V
The total authorized capital stock of this Corporation shall consist
of Fifty Million (50,000,000) shares of voting common stock, having a par value
of $.001 each, amounting in the aggregate to Fifty Thousand Dollars
($50,000.00). All stock when issued shall be fully paid for and shall be
nonassessable and shares of the Corporation are not to be divided into classes.
The holders of the outstanding capital stock shall be entitled to
receive, when and as declared by the Board of Directors, dividends payable
either in cash, in property, or in shares of the capital stock of the
corporation . In any event, dividends on the common stock of this corporation
shall have no cumulative rights whatsoever and dividends will not accumulate if
the Directors do no declare dividends, whether or not there is a surplus
available to the Board of Directors for the payment of dividends.
Each shareholder of this corporation shall have one vote per share of
issued and outstanding shares.
ARTICLE VI
The street address of the initial registered office of this
Corporation is 1085 Tamarind Way, S.W., Boca Raton, Florida 33486. The initial
registered agent of this Corporation is: Ledyard H. DeWees.
ARTICLE VII
This Corporation shall have up to five (5) Directors, under such terms
and conditions as shall be specified in the By-laws.
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ARTICLE VIII
The name and address of the person signing these Articles as the
incorporator is:
Ledyard H. DeWees
1085 Tamarind Way, S.W.
Boca Raton, Florida 33486
ARTICLE IX
The power to adopt, alter, amend or repeal By-laws shall be vested in
the Board of Directors.
ARTICLE X
The Shareholders of this corporation shall not have preemptive
rights to acquire the corporation's unissued shares.
ARTICLE XI
The shareholders shall have the absolute power to adopt, amend, alter,
change or appeal these articles of Incorporation when proposed and approved at
a stockholder's meeting with not less than a majority vote of the issued and
outstanding common stock.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 11th day of March, 1997.
/s/ Ledyard H. DeWees
----------------------------------
Ledyard H. DeWees
Incorporator
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CERTIFICATE OF DESIGNATION
REGISTERED AGENT/REGISTERED OFFICE
Pursuant to the provisions of Sections 607.0501 or 617.0501, Florida
Statutes, the undersigned corporation, organized under the laws of the State of
Florida, submits the following statement in designating the registered
office/registered agent, in the State of Florida.
1. The name of the corporation is: CAPITAL GROUP ONE, INC.
2. The name and address of the registered agent and office is:
LEDYARD H. DEWEES
1085 Tamarind Way, S.W.
Boca Raton, Florida 33486
HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE
ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY
ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I
FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE
PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND
ACCEPT THE OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.
/s/ Ledyard H. DeWees
---------------------------------
Ledyard H. DeWees
March 11, 1997
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Exhibit 2(iii)
BYLAWS
OF
CAPITAL GROUP ONE
(A FLORIDA CORPORATION)
ARTICLE I - OFFICES
SECTION 1. PRINCIPAL PLACE OF BUSINESS
The initial location of the principal place of business of the
corporation shall be as specified in the articles of incorporation and may be
changed from time to time by resolution of the board of directors. It may be
located at any place within or outside the State of Florida.
The principal place of business of the corporation shall also be known
as the principal office of the corporation.
SECTION 2. OTHER OFFICES
The corporation may also have offices at such other places as the board
of directors may from time to time designate, or as the business of the
corporation may require.
ARTICLE II - SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS
All meetings of the shareholders shall be held at the principal place
of business of the corporation or at such other place, within or outside the
State of Florida, as may be determined by the board of directors.
SECTION 2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the first day
of the month of April in each year, at 10:00 o'clock A.M., or at such other time
and place as designated by the Board of Directors, at which time the
shareholders shall elect a board of directors and transact any other proper
business. If this date falls on a legal holiday, then the meeting shall be held
on the following business day at the same hour.
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SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the board of
directors or by the shareholders. In order for a special meeting to be called by
the shareholders, 10 percent or more of all votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting shall sign, date
and deliver to the secretary one or more written demands for the meeting
describing the purpose or purposes for which it is to be held.
The secretary shall issue the call for special meetings unless the
president, the board of directors, or the shareholders designate another person
to make the call.
SECTION 4. NOTICE OF MEETINGS
Notice of all shareholders' meetings, whether annual or special, shall
be given to each shareholder of record entitled to vote at such meeting no fewer
than 10 or more than 60 days before the meeting date. The notice shall include
the date, time and place of the meeting and in the case of a special meeting the
purpose or purposes for which the meeting is called. Only the business within
the purpose or purposes included in the notice of special meeting may be
conducted at a special shareholders' meeting.
Notice of shareholders' meetings may be given orally or in writing, by
or at the direction of the president, the secretary or the officer or persons
calling the meeting. Notice of meetings may be communicated in person; by
telephone, telegraph, teletype, facsimile machine, or other form of electronic
communication; or by mail. If mailed, notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at the
shareholder's address as it appears on the stock transfer books of the
corporation, with postage prepaid.
When a meeting is adjourned to a different date, time or place, it
shall not be necessary to give any notice of the adjourned meeting if the new
date, time or place is announced at the meeting at which the adjournment is
taken, and any business may be transacted at the adjourned meeting that might
have been transacted on the original date of the meeting. If, however, after the
adjournment, the board fixes a new record date for the adjourned meeting, notice
of the adjourned meeting in accordance with the preceding paragraphs of this
bylaw shall be given to each person who is a shareholder as of the new record
date and is entitled to vote at such meeting.
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SECTION 5. WAIVER OF NOTICE
A shareholder may waive any notice required by the Florida Business
Corporation Act, the articles of incorporation or these bylaws before or after
the date and time stated in the notice. The waiver must be in writing, be signed
by the shareholder entitled to the notice, and be delivered to the corporation
for inclusion in the minutes or filing with the corporate records. Neither the
business to be transacted at nor the purpose of any annual or special meeting of
the shareholders need be specified in any written waiver of notice.
SECTION 6. ACTION WITHOUT MEETING
Any action which is required by law to be taken at an annual or special
meeting of shareholders, or any action which may be taken at any annual or
special meeting of shareholders, may be taken without a meeting, without prior
notice, and without a vote if one or more written consents, setting forth the
action so taken, shall be dated and signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Written consents shall not be effective to take
corporate action unless, within 60 days of the date of the earliest written
consent relating to the action, the signed written consents of the number of
holders required to take the action are delivered to the corporation.
Within 10 days after obtaining any such authorization by written
consent, notice must be given to those shareholders who have not consented in
writing or who are not entitled to vote on the action. The notice shall fairly
summarize the material features of the authorized action.
SECTION 7. QUORUM AND SHAREHOLDER ACTION
A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. Unless otherwise
provided under law, the articles of incorporation or these bylaws, if a quorum
is present, action on a matter, other than the election of directors, shall be
approved if the votes cast by the holders of the shares represented at the
meeting and entitled to vote favoring the action exceed the votes cast opposing
the action. Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of shares
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entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof.
SECTION 8. VOTING OF SHARES
Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders, except as may be provided
under law or the articles of incorporation. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or the shareholder's
duly authorized attorney-in-fact.
At each election of directors, each shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by the shareholder, for as many persons as there are directors to
be elected at that time and for whose election the shareholder has a right to
vote.
SECTION 9. PROXIES
A shareholder, or the shareholder's attorney in fact, may appoint a
proxy to vote or otherwise act for the shareholder. An executed telegram or
cablegram appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of an appointment form, shall be a
sufficient appointment form.
An appointment of a proxy is effective when received by the secretary
or other officer or agent authorized to tabulate votes. An appointment is valid
for up to 11 months unless a longer period is specified in the appointment form.
An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is revocable and the appointment
is coupled with an interest as provided in Section 607.0722(5) of the Florida
Business Corporation Act (BCA or Business Corporation Act).
SECTION 10. RECORD DATE FOR DETERMINING SHAREHOLDERS
The board of directors may fix in advance a date as the record date for
the purpose of determining shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote, or to take any other action. In
no event may a record date fixed by the board of directors be a date preceding
the date upon which the resolution fixing the record date is adopted. A record
date may not be specified to be more than 70 days before the meeting or action.
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Unless otherwise specified by resolution of the board of directors, the
following record dates shall be operative:
1. The record date for determining shareholders entitled to demand a
special meeting is the date the first shareholder delivers the shareholder's
demand to the corporation.
2. If no prior action is required by the board of directors pursuant to
the Business Corporation Act, the record date for determining shareholders
entitled to take action without a meeting is the date the first signed written
consent relating to the proposed action is delivered to the corporation.
3. If prior action is required by the board of directors pursuant to
the Business Corporation Act, the record date for determining shareholders
entitled to take action without a meeting is at the close of business on the day
on which the Board of directors adopts the resolution taking such prior action.
4. The record date for determining shareholders entitled to notice of
and to vote at a meeting of shareholders is at the close of business on the day
before the first notice is delivered to the shareholders.
SECTION 11. SHAREHOLDERS' LIST
After a record date is fixed or determined in accordance with these
bylaws, the secretary shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting. The list
shall show the addresses of, and the number and class and series, if any, of
shares held by, each person.
The shareholders' list shall be available for inspection by any
shareholder for a period of 10 days prior to the meeting, or such shorter time
as exists between the record date and the meeting, and continuing through the
meeting, at the corporation's principal place of business.
ARTICLE III - DIRECTORS
SECTION 1. POWERS
Except as may be otherwise provided by law or the articles of
incorporation, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, the board of directors.
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A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken shall be
deemed to have assented to the action taken unless:
1. The director votes against or abstains from the action taken; or
2. The director objects at the beginning of the meeting, or promptly
upon the directors arrival, to holding the meeting or transacting specified
business at the meeting.
The board of directors shall have the authority to fix the compensation
of the directors.
SECTION 2. QUALIFICATION AND NUMBER
Directors shall be individuals who are 18 years of age or older but
need not be residents of the State of Florida or shareholders of this
corporation.
The authorized number of directors shall be one which shall be a
maximum of seven (7) or any lessor number if so elected by the shareholders.
This number may be increased only by amendment to the Articles of Incorporation.
If the number of directors elected by the shareholders shall be less than seven
(7), the number of directors so elected shall not be increased except by
election by the shareholders.
SECTION 3. ELECTION AND TENURE OF OFFICE
The directors shall be elected at each annual meeting of the
shareholders and each director shall hold office until the next annual meeting
of shareholders and until the director's successor has been elected and
qualified, or until the director's earlier resignation or removal from office.
SECTION 4. VACANCIES
Unless otherwise provided in the articles of incorporation, any vacancy
occurring in the board of directors, including any vacancy created by reason of
an increase in the number of directors, may be filled by the affirmative vote of
a majority of the remaining directors, though less than a quorum of the board of
directors, or by the shareholders.
A director elected to fill a vacancy shall hold office only until the
next shareholders' meeting at which directors are elected.
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SECTION 5. REMOVAL
Unless the articles of incorporation provide that a director may only
be removed for cause, at a meeting of shareholders called expressly for that
purpose, one or more directors may be removed, with or without cause, if the
number of votes cast to remove the director exceeds the number of votes cast not
to remove the director.
SECTION 6. PLACE OF MEETING
Meetings of the board of directors shall be held at any place, within
or without the State of Florida, which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal place of business of the corporation or as may be designated from time
to time by resolution of the board of directors.
The board of directors may permit any or all directors to participate
in meetings by, or conduct the meeting through the use of, any means of
communication by which all directors participating can simultaneously hear each
other during the meeting.
SECTION 7. ANNUAL AND REGULAR MEETINGS
An annual meeting of the board of directors shall be held without call
or notice immediately after and at the same place as the annual meeting of the
shareholders.
Other regular meetings of the board of directors shall be held at such
times and places as may be fixed from time to time by the board of directors.
Call and notice of these regular meeting shall not be required.
SECTION 8. SPECIAL MEETINGS AND NOTICE REQUIREMENTS
Special meetings of the board of directors may be called by the
chairman of the board or by the president and shall be preceded by at least 2
days' notice of the date, time, and place of the meeting. Unless otherwise
required by law, the articles of incorporation or these bylaws, the notice need
not specify the purpose of the special meeting.
Notice of directors' meeting may be given orally or in writing, by or
at the direction of the president, the secretary or the officer or persons
calling the meeting.
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Notice of meetings may be communicated in person; by telephone, telegraph,
teletype, facsimile machine, or other form of electronic communication; or by
mail. If mailed, notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the director at the director's current address
on file with the corporation, with postage prepaid.
If any meeting of directors is adjourned to another time or place,
notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
SECTION 9. QUORUM
A majority of the elected number of directors shall constitute a quorum
for all meetings of the board of directors.
SECTION 10. VOTING
If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors when corporate action is taken shall be deemed to have
assented to the action taken unless:
1. The director objects at the beginning of the meeting, or promptly
upon arriving, to holding the meeting or transacting specified business at the
meeting; or
2. The director votes against or abstains from the action taken.
SECTION 11. WAIVER OF NOTICE
Notice of a meeting of the board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objections to the place of the meeting,
or the manner in which it has been called or convened, except when a director
states, at the beginning of the meeting or promptly upon arrival at the meeting,
any objection to the transaction of business because the meeting is not lawfully
called or convened.
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SECTION 12. ACTION WITHOUT MEETING
Any action required or permitted to be taken at a board of directors'
meeting or committee meeting may be taken without a meeting if the action is
taken by all members of the board of directors or of the committee. The action
must be evidenced by one or more written consents describing the action taken
and signed by each director or committee member.
ARTICLE IV - OFFICERS
SECTION 1. OFFICERS
The officers of the corporation shall consist of a president, a
secretary, a treasurer, and such other officers as the board of directors may
appoint. A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the board of directors.
The same individual may simultaneously hold more than one office in the
corporation.
Each officer shall have the authority and shall perform the duties set
forth in these bylaws and, to the extent consistent with these bylaws, shall
have such other duties and powers as may be determined by the board of directors
or by direction of any officer authorized by the board of directors to prescribe
the duties of other officers.
SECTION 2. ELECTION
All officers of the corporation shall be elected or appointed by, and
serve at the pleasure of, the board of directors.
The election or appointment of an officer shall not itself create
contract rights.
SECTION 3. REMOVAL, RESIGNATION AND VACANCIES
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date and the corporation accepts the future effective date, the board of
directors may fill the pending vacancy
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before the effective date if the board provides that the successor does not take
office until the effective date.
The board of directors may remove any officer at any time with or
without cause. Any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer.
An officer's removal shall not affect the corporation's contract
rights, if any, with the officer.
Any vacancy occurring in any office may be filled by the board of
directors.
SECTION 4. PRESIDENT
The President shall be the chief executive officer and general manager
of the corporation and shall, subject to the direction and control of the board
of directors, have general supervision, direction, and control of the business
and affairs of the corporation. He shall preside at all meetings of the
shareholders if present thereat and be an ex-officio member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
president of a corporation.
In the absence or disability of the president, the vice president, if
any, shall perform all the duties of the president and, when so acting, shall
have all the powers of, and be subject to all the restrictions imposed upon, the
president.
SECTION 5. SECRETARY
(a) The secretary shall be responsible for preparing, or causing to be
prepared, minutes of all meetings of directors and shareholders and for
authenticating records of the corporation.
(b) The secretary shall keep, or cause to be kept, at the principal
place of business of the corporation, minutes of all meetings of the
shareholders or the board of directors; a record of all actions taken by the
shareholders or the board of directors without a meeting for the past three
years; and a record of all actions taken by a committee of the board of
directors in place of the board of directors on behalf of the corporation.
(c) Minutes of the meetings shall state the date, time and place of the
meeting; whether regular or special; how called or authorized; the notice
thereof given or the waivers of notice received; the names of those present at
directors'
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meetings; the number of shares present or represented at shareholders' meetings;
and an account of the proceedings thereof.
(d) The secretary shall maintain, at the principal place of business of
the corporation, a record of its shareholders, showing the names of the
shareholders and their addresses, the number, class, and series, if any, held by
each, the number and date of certificates issued for shares, and the number and
date of cancellation of every certificate surrendered for cancellation.
(e) The secretary shall make sure that the following papers and reports
are included in the secretary's records kept at the principal place of business
of the corporation:
1. The articles or restated articles of incorporation and all
amendments to them currently in effect;
2. The bylaws or restated bylaws and all amendments to them
currently in effect;
3. Resolutions adopted by the board of directors creating one
or more classes or series of shares and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to those resolutions are
outstanding;
4. Minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting for the past 3 years;
5. Written communications to all shareholders generally or all
shareholders of a class or series within the past 3 years, including the
financial statements furnished for the past 3 years under Article VI, Section 2
of these bylaws and any reports furnished during the last 3 years under Article
VI, Section 3 of these bylaws;
6. A list of the names and business street addresses of
current directors and officers; and
7. The corporation's most recent annual report delivered to
the Department of State under Article VI, Section 4 of these bylaws.
The secretary shall give, or cause to be given, notice of all meetings
of shareholders and directors required to be given by law or by the provisions
of these bylaws.
The secretary shall have charge of the seal of the corporation.
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In the absence or disability of the secretary, the assistant secretary,
or, if there is none or more than one, the assistant secretary designated by the
board of directors, shall have all the power of, and be subject to all the
restrictions imposed upon, the secretary.
SECTION 6. TREASURER
The treasurer shall have custody of the funds and securities of the
corporation and shall keep and maintain, or cause to be kept and maintained, at
the principal business office of the corporation, adequate and correct books and
records of accounts of the income, expenses, assets, liabilities, properties and
business transactions of the corporation.
The treasurer shall prepare, or cause to be prepared, and shall furnish
to shareholders, the annual financial statements and other reports required
pursuant to Article VI, Sections 2 and 3 of these bylaws.
The treasurer shall deposit monies and other valuables in the name and
to the credit of the corporation with such depositories as may be designated by
the board of directors. The treasurer shall disburse the funds of the
corporation in payment of the just demands against the corporation as authorized
by the board of directors and shall render to the president and directors,
whenever requested, an account of all his or her transactions as treasurer and
of the financial condition of the corporation.
In the absence or disability of the treasurer, the assistant treasurer,
if any, shall perform all the duties of the treasurer and, when so acting, shall
have all the powers of and be subject to all the restrictions imposed upon the
treasurer.
SECTION 7. COMPENSATION
The officers of this corporation shall receive such compensation for
their services as may be fixed by resolution of the board of directors.
ARTICLE V - EXECUTIVE AND OTHER COMMITTEES
SECTION 1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD
The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate from its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution, the articles of incorporation or these bylaws, shall have
and may exercise the authority of the board of directors, except that no such
committee shall have the authority to:
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1. Approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders.
2. Fill vacancies on the board of directors or any committee thereof.
3. Adopt, amend, or repeal the bylaws.
4. Authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the board of directors.
5. Authorize or approve the issuance or sale or contract for the sale
of shares, or determine the designation and relative rights, preferences, and
limitations of a voting group except that the board of directors may authorize a
committee (or a senior executive officer of the corporation) to do so within
limits specifically prescribed by the board of directors.
Each such committee shall have two or more members who serve at the
pleasure of the board of directors. The board, by resolution adopted by a
majority of the authorized number of directors, may designate one or more
directors as alternate members of any such committee who may act in the place
and stead of any absent member or members at any meeting of such committee.
The provisions of law, the articles of incorporation and these bylaws
which govern meetings, notice and waiver of notice, and quorum and voting
requirements of the board of directors shall apply to such committees of the
board and their members as well.
Neither the designation of any such committee, the delegation thereto
of authority, nor action by such committee pursuant to such authority shall
alone constitute compliance by any member of the board of directors not a member
of the committee in question with the director's responsibility to act in good
faith, in a manner the director reasonably believes to be in the best interests
of the corporation, and with such care as an ordinarily prudent person in like
position would use under similar circumstances.
ARTICLE VI - CORPORATE BOOKS, RECORDS AND REPORTS
SECTION 1. BOOKS, RECORDS AND REPORTS
The corporation shall keep correct and complete books and records of
account; minutes of the proceedings of its shareholders, board of directors, and
committees of directors; a record of its shareholders; and such other records
and reports as are further described in Article IV, Sections 5 and 6 of these
bylaws, at the principal place of business of the corporation.
Any books, records, and minutes may be in written form or in another
form capable of being converted into written form within a reasonable time.
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SECTION 2. ANNUAL FINANCIAL STATEMENTS FOR SHAREHOLDERS
Unless modified by resolution of the shareholders within 120 days of
the close of each fiscal year, the corporation shall furnish its shareholders
annual financial statements which may be consolidated or combined statements of
the corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal year, an income statement
for that year, and a statement of cash flow for that year. If financial
statements are prepared on the basis of generally accepted accounting
principles, the annual financial statements must also be prepared on that basis.
If the annual financial statements are reported upon by a public
accountant, the accountant's report must accompany them. If not, the statements
must be accompanied by a statement of the president or the person responsible
for the corporation's accounting records:
1. Stating the person's reasonable belief whether the statements were
prepared on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation, and
2. Describing any respects in which the statements were not prepared on
a basis of accounting consistent with the statements prepared for the preceding
year.
The corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year or within such
additional time thereafter as is reasonably necessary to enable the corporation
to prepare its financial statements if, for reasons beyond the corporation's
control, it is unable to prepare its financial statements within the prescribed
period. Thereafter, on written request from a shareholder who was not mailed the
statements, the corporation shall mail the shareholder the latest financial
statements.
Copies of the annual financial statements shall be kept at the
principal place of business of the corporation for at least 5 years, and shall
be subject to inspection during business hours by any shareholder or holder of
voting trust certificates, in person or by agent.
SECTION 3. OTHER REPORTS TO SHAREHOLDERS
If the corporation indemnifies or advances expenses to any director,
officer, employee, or agent, other than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance maintained by the
corporation, the corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next shareholders'
meeting, or prior to such meeting if the indemnification or advance occurs after
the giving of such notice but prior to the time that such meeting is held. The
report shall include a statement
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specifying the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.
If the corporation issues or authorizes the issuance of shares for
promises to render service in the future, the corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice of the next
shareholders' meeting.
SECTION 4. ANNUAL REPORT TO DEPARTMENT OF STATE
The corporation shall prepare and deliver an annual report form to the
Department of State each year within the time limits imposed, and containing the
information required, by Section 607.1622 of the Business Corporation Act.
SECTION 5. INSPECTION BY SHAREHOLDERS
(a) A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at the corporation's principal office, the records
of the corporation described in Article IV, Section 5(e) of these bylaws if the
shareholder gives the secretary written notice of the shareholder's demand at
least 5 business days before the date on which the shareholder wishes to inspect
and copy.
(b) A shareholder of this corporation is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
corporation, any of the following records of the corporation if the shareholder
meets the requirements of subsection (c) below and gives the corporation written
notice of the shareholder's demand at lest 5 business days before the date on
which the shareholder wishes to inspect and copy:
1. Excerpts from minutes of any meeting of the board of
directors, records of any action of a committee of the board of directors while
acting in place of the board of directors on behalf of the corporation, minutes
of any meeting of the shareholders, and records of action taken by the
shareholders or board of directors without a meeting, to the extent not subject
to inspection under subsection (a) above;
2. Accounting records of the corporation;
3. The record of shareholders; and
4. Any other books and records of the corporation.
(c) A shareholder may inspect and copy the records described in
subsection (b) above only if:
1. The shareholder's demand is made in good faith and for a
purpose reasonably related to the shareholder's interest as a shareholder;
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2. The demand describes with reasonable particularity the
shareholder's purpose and the records the shareholder desires to inspect; and
3. The records requested are directly connected with the
shareholder's purpose.
(d) This section of the bylaws does not affect:
1. The right of a shareholder to inspect and copy records
under Article II, Section 11 of these bylaws;
2. The power of a court, independently of the Business
Corporation Act, to compel the production of corporate records for examination.
SECTION 5. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind of the
corporation and to inspect the physical properties of the corporation. Such
inspection by a director may be made in person or by agent or attorney. the
right of inspection includes the right to copy and make extracts.
ARTICLE VII - INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION UNDER BCA SECTION 607.0850
The corporation shall have the power to indemnify any director,
officer, employee, or agent of the corporation as provided in Section 607.0850
of the Business Corporation Act.
SECTION 2. ADDITIONAL INDEMNIFICATION
The corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any Bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in the person's official capacity and as to action
in another capacity while holding such office. However, such further
indemnification or advancement of expenses shall not be made in those instances
specified in Section 607.0850(7)(a-d) of the Business Corporation Act.
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SECTION 3. COURT ORDERED INDEMNIFICATION
Unless otherwise provided by the articles of incorporation
notwithstanding the failure of the corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction in accordance with Section
607.0850(9) of the Business Corporation Act.
SECTION 4. INSURANCE
The corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the corporation against any liability asserted against the person and incurred
by the person in any such capacity or arising out of the person's status as
such, whether or not the corporation would have the power to indemnify the
person against such liability under provisions of law.
ARTICLE VIII - SHARES
SECTION 1. ISSUANCE OF SHARES
The board of directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the corporation, including cash, promissory notes, services performed, promises
to perform services evidenced by a written contract, or other securities of the
corporation.
Before the corporation issues shares, the board of directors shall
determine that the consideration received or to be received for shares to be
issued is adequate. That determination by the board of directors is conclusive
insofar as the adequacy of consideration for the issuance of shares relates to
whether the shares are validly issued, fully paid, and nonassessable.
When the corporation receives the consideration for which the board of
directors authorized the issuance of shares, the shares issued therefor are
fully paid and nonassessable. Consideration in the form of a promise to pay
money or a promise to perform services is received by the corporation at the
time of the making of the promise, unless the agreement specifically provides
otherwise.
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The corporation may place in escrow shares issued for a contract for
future services or benefits or a promissory note, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
note is paid, or the benefits received. If the services are not performed, the
shares escrowed or restricted and the distributions credited may be canceled in
whole or part.
SECTION 2. CERTIFICATES
After shares in corporation have been fully paid, the holder of the
shares shall be given a certificate representing the shares. At a minimum, each
share certificate shall state on its face the following information:
1. The name of the corporation and that the corporation is organized
under the laws of Florida;
2. The name of the person to whom issued;
3. The number and class of shares and the designation of the series, if
any, the certificate represents.
Each certificate shall be signed, either manually or in facsimile, by
the president or a vice president and by the secretary or an assistant secretary
of the corporation and may bear the seal of the corporation.
ARTICLE IX - DIVIDENDS
SECTION 1. PAYMENT OF DIVIDENDS
The board of directors may authorize, and the corporation may make,
dividends on its shares in cash, property, or its own shares and other
distributions to its shareholders, subject to any restrictions contained in the
articles of incorporation, to the requirements of Sections 607.0623 and
607.06401 of the Business Corporation Act, and to all applicable provisions of
law.
ARTICLE X - AMENDMENT OF ARTICLES AND BYLAWS
SECTION 1. AMENDMENT OF ARTICLES OF INCORPORATION
The board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders. For the amendment
to be effective:
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1. The board of directors must recommend the amendment to the
shareholders, unless the board of directors determines that because of conflict
of interest or other special circumstances it should make no recommendation and
communicates the basis for its determination to the shareholders with the
amendment; and
2. The shareholders entitled to vote on the amendment must approve the
amendment as provided below.
The board of directors may condition its submission of the proposed
amendment to the shareholders on any basis. The shareholders shall approve
amendments to the articles of incorporation by the vote of a majority of the
votes entitled to be cast on the amendment, except as may otherwise be provided
by the articles of incorporation, Sections 607.1003 and 607.1004 of the Business
Corporation Act and other applicable provisions of law, and these bylaws.
The corporation shall notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting to amend the articles of
incorporation in accordance with Article II, Section 4 of these bylaws. The
notice of meeting must state that the purpose, or one of the purposes, of the
meeting is to consider the proposed amendment and contain or be accompanied by a
copy or summary of the amendment.
Notwithstanding the above provisions of this section and unless
otherwise provided in the articles of incorporation, if this corporation has 35
or fewer shareholders then, pursuant to Section 607.1002(6) of the Business
Corporation Act, the shareholders may amend the articles of incorporation
without an act of the directors at a meeting of the shareholders for which the
notice of the changes to be made is given.
SECTION 2. AMENDMENT OF BYLAWS
The board of directors may amend or repeal these bylaws unless:
1. The articles of incorporation or the Business Corporation Act
reserves the power to amend the bylaws generally or a particular bylaw provision
exclusively to the shareholders; or
2. The shareholders, in amending or repealing the bylaws generally or a
particular bylaw provision, provide expressly that the board of directors may
not amend or repeal the bylaws or that bylaw provision.
The shareholders may amend or repeal these bylaws even though the
bylaws may also be amended or repealed by the board of directors.
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CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the
Bylaws of the corporation named in the title hereto and that such Bylaws were
duly adopted by the board of directors of the corporation on the date set forth
below.
Dated: March 15, 1997
/s/ Ledyard H. DeWees
-----------------------------------
Ledyard H. DeWees, Secretary
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