UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934
CENTURION COMMUNICATIONS CORPORATION
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(Name of Small Business Issuer in Its Charter)
COLORADO 84-1414555
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16133 Ventura Blvd., Suite 635, Encino, California 91436
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(Address of Principal Executive Offices) (Zip Code)
(310) 880-3163
Telephone Number
Securities to be registered under Section 12(b) of the
Exchange Act:
None.
Securities to be registered under Section 12(g) of the
Exchange Act:
Common Stock, $0.001 par value
(Title of class)
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TABLE OF CONTENTS
PART I Page
Item 1. Description of Business........................................ 3
Item 2. Plan of Operation.............................................. 9
Item 3. Description of Property........................................14
Item 4. Security Ownership of Certain Beneficial Owners and
Management..............................................15
Item 5. Directors, Executive Officers, Promoters and Control
Persons.................................................15
Item 6. Executive Compensation.........................................17
Item 7. Certain Relationships and Related Transactions.................18
Item 8. Description of Securities......................................19
PART II
Item 1. Market for Common Equities and Related Stockholder
Matters..................................................20
Item 2. Legal Proceedings..............................................22
Item 3. Changes in and Disagreements with Accountants.................22
Item 4. Recent Sales of Unregistered Securities........................22
Item 5. Indemnification of Directors and Officers......................25
PART F/S
Financial Statements......................................................25
PART III
Item 1. Index to Exhibits..............................................26
Signatures ...............................................................26
2.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Centurion Communications Corporation (the "Company") was incorporated on
May 30, 1996, under the laws of the State of Colorado to engage in any lawful
corporate activity, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its original
shareholders, the Company never commenced any operational activities. As such,
the Company can be defined as a "shell" company, whose sole purpose at this time
is to locate and consummate a merger or acquisition with a private entity. The
Board of Directors of the Company has elected to commence implementation of the
Company's principal business purpose described below under "Item 2 Plan of
Operation." The proposed business activities described herein may classify the
Company as a "blank check" company.
The Company is filing this registration statement on a voluntary basis
because the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.
In addition, the Company is filing this registration statement to enhance
investor protection and to provide information if a trading market commences. On
December 11, 1997, the National Association of Securities Dealers, Inc. (NASD)
announced that its Board of Governors had approved a series of proposed changes
for the Over The Counter ("OTC") Bulletin Board and the OTC market. The
principal changes, which was approved by the Securities and Exchange Commission
on January 4, 1999 allows only those companies that report their current
financial information to the Securities and Exchange Commission, banking, or
insurance regulators to be quoted on the OTC Bulletin Board. The rule provides
for a phase-in period for those securities already quoted on the OTC Bulletin
Board.
RISK FACTORS
1. Lack of History.
The Company has had no operating history nor any revenues or earnings from
operations. The Company has no significant assets or financial resources. The
Company will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is no assurance that
the Company can identify such a business opportunity and consummate such a
business combination.
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2. The Company's Proposed Operations is Speculative.
The success of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, there can
be no assurance that the Company will be successful in locating candidates
meeting such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of the Company's
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond the Company's control.
3. Scarcity of and Competition for Business Opportunities and Combinations.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.
4. The Company has No Agreement for a Business Combination or Other
Transaction - No Standards for Business Combination.
The Company has no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private or
public entity. There can be no assurance the Company will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular industry or
specific business within an industry for evaluation by the Company. There is no
assurance the Company will be able to negotiate a business combination on terms
favorable to the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net worth or other
criteria which it will require a target business opportunity to have achieved,
and without which the Company would not consider a business combination in any
form with such business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings, limited assets, negative
net worth or other negative characteristics.
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5. Continued Management Control, Limited Time Availability.
While seeking a business combination, management anticipates devoting up to
ten hours per month to the business of the Company. None of the Company's
officers has entered into a written employment agreement with the Company and
none is expected to do so in the foreseeable future. The Company has not
obtained key man life insurance on any of its officers or directors.
Notwithstanding the combined limited experience and time commitment of
management, loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood of continuing
operations. See "Item 5 - Directors, Executive Officers, Promoters and Control
Persons."
6. There May Be Conflicts of Interest.
Officers and directors of the Company may in the future participate in
business ventures which could be deemed to compete directly with the Company.
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event the Company's officers or directors are involved in
the management of any firm with which the Company transacts business. Management
has adopted a policy that the Company will not seek a merger with, or
acquisition of, any entity in which management serve as officers, directors or
partners, or in which they or their family members own or hold any ownership
interest.
7. Reporting Requirements May Delay or Preclude Acquisitions.
Sections 13 and 5(d) of the Securities Exchange Act of 1934 (the "1934
Act"), require companies subject thereto to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one, two, or three years, depending on the relative
size of the acquisition. The time and additional costs that may be incurred by
some target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company. Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the 1934 Act are applicable.
8. Lack of Market Research or Marketing Organization.
The Company has neither conducted, nor have others made available to it,
results of market research indicating that market demand exists for the
transactions contemplated by the Company. Moreover, the Company does not have,
and does not plan to establish, a marketing organization. Even in the event
demand is identified for a merger or acquisition contemplated by the Company,
there is no assurance the Company will be successful in completing any such
business combination.
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9. Lack of Diversification.
The Company's proposed operations, even if successful, will in all
likelihood result in the Company engaging in a business combination with a
business opportunity. Consequently, the Company's activities may be limited to
those engaged in by business opportunities which the Company merges with or
acquires. The Company's inability to diversify its activities into a number of
areas may subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with the
Company's operations.
10. Regulation.
Although the Company will be subject to regulation under the 1934 Act,
management believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not be engaged in
the business of investing or trading in securities. In the event the Company
engages in business combinations which result in the Company holding passive
investment interests in a number of entities, the Company could be subject to
regulation under the Investment Company Act of 1940. In such event, the Company
would be required to register as an investment company and could be expected to
incur significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences.
11. Probable Change in Control and Management.
A business combination involving the issuance of the Company's Common
Shares will, in all likelihood, result in shareholders of a private company
obtaining a controlling interest in the Company. Any such business combination
may require management of the Company to sell or transfer all or a portion of
the Company's Common Shares held by them, or resign as members of the Board of
Directors of the Company. The resulting change in control of the Company could
result in removal of one or more present officers and directors of the Company
and a corresponding reduction in or elimination of their participation in the
future affairs of the Company.
12. Reduction of Percentage Share Ownership Following Business Combination.
The Company's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would result in the
Company issuing securities to shareholders of any such private company. The
issuance of previously authorized and unissued Common Shares of the Company
would result in reduction in percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in control or
management of the Company.
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13. Disadvantages of Blank Check Offering.
The Company may enter into a business combination with an entity that
desires to establish a public trading market for its shares. A business
opportunity may attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business combination with the
Company. Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such an
offering, loss of voting control to public shareholders and the inability or
unwillingness to comply with various federal and state laws enacted for the
protection of investors.
14. Taxation.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination the Company may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions. The
Company intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the target entity;
however, there can be no assurance that such business combination will meet the
statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal and
state taxes which may have an adverse effect on both parties to the transaction.
15. Requirement of Audited Financial Statements May Disqualify Business
Opportunities.
Management of the Company believes that any potential business opportunity
must provide audited financial statements for review, for the protection of all
parties to the business combination. One or more attractive business
opportunities may choose to forego the possibility of a business combination
with the Company, rather than incur the expenses associated with preparing
audited financial statements.
16. Dilution.
Any merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the Company's
then shareholders.
17. No Trading Market.
There is no trading market for the Company's common stock at present, and
there has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such market does develop, that it will continue.
The Company intends to request a broker-dealer to make application to the NASD
Regulation, Inc. to have the Company's securities traded on the OTC Bulletin
Board or published in print and electronic media, or either, in the National
Quotation Bureau LLC "Pink Sheet."
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18. Required Year 2000 Compliance.
A business combination will, in all likelihood, result in the Company
disclosing additional Year 2000 matters. Many existing computer programs use
only two digits to identify a year in the date field. These programs were
designed and developed without considering the impact of the upcoming change in
the century. If not corrected, many computer applications could fail or create
erroneous results by or at the Year 2000. The Year 2000 issue affects virtually
all companies and organizations.
19. Disclosure by Public Companies Regarding the Year 2000 Issue.
The business combination will require specific Year 2000 disclosures.
Management of the Company believes that any potential business opportunity may
require a disclosure that many companies must undertake major projects to
address the Year 2000 issue. The disclosure of the potential costs and
uncertainties will depend on a number of factors, including its software and
hardware and the nature of its industry. Companies also must coordinate with
other entities with which they electronically interact, both domestically and
globally, including suppliers, customers, creditors, borrowers, and financial
service organizations.
If the Company does not successfully address its Year 2000 issues, the
Company may face material adverse consequences. The Company will be required to
review, on an ongoing basis, whether it needs to disclose anticipated costs,
problems and uncertainties associates with Year 2000 consequences, particularly
in their filings with the Securities and Exchange Commission. The Company may
have to disclose this information in the Securities and Exchange Commission
filings because (i) the form or report may require the disclosure, or (ii) in
addition to the information that the Company is specifically required to
disclose, the disclosure rules require disclosure of any additional material
information necessary to make the required disclosure not misleading.
If the Company determines that it should make a Year 2000 disclosure,
applicable rules or regulations must be followed. If the Company has not made an
assessment of its Year 2000 issues or has not determined whether it has material
Year 2000 issues, a disclosure of this known uncertainty is required. In
addition, the Securities and Exchange Commission staff believes that the
determination as to whether the Company's Year 2000 issues should be disclosed
should be based on whether the Year 2000 issues are material to the Company's
business, operations, or financial condition, without regard to related
countervailing circumstances (such as Year 2000 remediation programs or
contingency plans). If the Year 2000 issues are determined to be material,
without regard to countervailing circumstances, the nature and potential impact
of the Year 2000 issues as well as the countervailing circumstances will be
required. As part of this disclosure, the following topics will be addressed:
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o the Company's general plans to address the Year 2000 issues relating
to its business, its operations (including operating systems) and, if
material, its relationships with customers, suppliers, and other
constituents; and its timetable for carrying out those plans; and
o the total dollar amount that the Company estimates will be spent to
re-mediate its year 2000 issues, if such amount is expected to be
material to the Company's business, operations or financial condition,
and any material impact these expenditures are expected to have on the
Company's results of operations, liquidity and capital resources.
ITEM 2. PLAN OF OPERATION
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this registration statement.
The Company has no full time or part-time employees.
None of the officers and directors anticipates devoting more than ten (10%)
percent of his or her time to Company activities. The Company's President and
Secretary/Treasurer have agreed to allocate a portion of said time to the
activities of the Company, without compensation. These officers anticipate that
the business plan of the Company can be implemented by their devoting minimal
time per month to the business affairs of the Company and, consequently,
conflicts of interest may arise with respect to the limited time commitment by
such officers. See "Item 5 - Directors, Executive Officers, Promoters and
Control Persons - Resumes."
General Business Plan
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The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the advantages of an Issuer who has
complied with the 1934 Act. The Company will not restrict its search to any
specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See "Item F/S -
Financial Statements." This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
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The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in an Issuer who has complied with the 1934 Act without incurring the
cost and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with acquisition of a business opportunity, including the
costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The 1934 Act, specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the 1934 Act. Nevertheless, the
officers and directors of the Company have not conducted market research and are
not aware of statistical data which would support the benefits of a merger or
acquisition transaction for the owners of a business opportunity.
The Company has made no determination as to whether or not it will file
periodic reports in the event its obligation to file such reports is suspended
under the 1934 Act. Farid E. Tannous, an officer and director of the Company,
has agreed to provide the necessary funds, without interest, for the Company to
comply with the 1934 Act reporting requirements, provided that he is an officer
and director of the Company when the obligation is incurred.
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The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought to its
attention through present associations of the Company's officers and directors,
or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters
relating to the new business of the Company, will rely upon their own efforts in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors will be utilized by the Company to
effectuate its business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee by such party will
need to be paid by the prospective merger acquisition candidate, as the Company
has no cash assets with which to pay such obligation. There have been no
contracts or agreements with any outside consultants and none are anticipated in
the future.
The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other advantages which the Company may offer. However, the Company does not
intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses, present management of the
Company will pay these charges with their personal funds, as interest free loans
to the Company or as capital contributions. However, if loans, the only
opportunity which management has to have these loans repaid will be from a
prospective merger or acquisition candidate. Management has agreed among
themselves that the repayment of any loans made on behalf of the Company will
not impede, or be made conditional in any manner, to consummation of a proposed
transaction.
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The Company has no plans, proposals, arrangements, or understanding with
respect to the sale or issuance of additional securities prior to the location
of an acquisition or merger candidate.
Acquisition of Opportunities
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In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any terms of sale of the shares presently held
by officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
the Company's securities may have a depressive effect on the value of the
Company's securities in the future, if such a market develops, of which there is
no assurance.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.
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With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 1934 Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included in
its annual report on Form 10-K (or 10-KSB, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of the 1934
Act, or if the audited financial statements provided do not conform to the
representations made by the candidate to be acquired in the closing documents,
the closing documents will provide that the proposed transaction will be
voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse the Company for all costs associated with
the proposed transaction.
Competition
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The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
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Investment Company Act of 1940
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Although the Company will be subject to regulation under the Securities Act
of 1933, as amended, and the 1934 Act, management believes the Company will not
be subject to regulation under the Investment Company Act of 1940 insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences. The Company's Board
of Directors unanimously approved a resolution stating that it is the Company's
desire to be exempt from the Investment Company Act of 1940 under Regulation
3a-2 thereto.
Lock-Up Agreement
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Each of the officers and directors of the Company have executed and
delivered a "lock-up" letter agreement affirming that they shall not sell their
respective shares of the Company's common stock until such time as the Company
has entered into a merger or acquisition agreement, or the Company is no longer
classified as a "blank check" company, whichever first occurs.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to acquire
any properties.
The Company presently occupies office space supplied by a shareholder at
16133 Ventura Boulevard, Suite 635, Encino, California 91436. This space is
provided to the Company on a rent-free basis, and it is anticipated that this
arrangement will remain until such time as the Company successfully consummates
a merger or acquisition. Management believes that this arrangement will meet the
Company's needs for the foreseeable future.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
The following table sets forth the security and beneficial ownership for
each class of equity securities of the Company beneficially owned by all
directors and officers of the Company.
Title Name and Address of Number of Shares Percent of
of Class Beneficial Owner Beneficially Owned Class (1)
--------- ------------------- ------------------ ----------
Common Farid E. Tannous 840,000 45.0%
16133 Ventura Blvd., Suite 635
Encino, CA 91436
Common David E. Tannous 560,000 30.0%
16133 Ventura Blvd., Suite 635
Encino, CA 91436
Common All directors and officers 1,400,000 75.0%
as a group (2 persons)
(b) Security Ownership of Management
Title Name and Address of Number of Shares Percent of
of Class Beneficial Owner Beneficially Owned Class (1)
--------- ------------------- ------------------ ----------
Common Farid E. Tannous 840,000 45.0%
16133 Ventura Blvd., Suite 635
Encino, CA 91436
Common David E. Tannous 560,000 30.0%
16133 Ventura Blvd., Suite 635
Encino, CA 91436
Common All directors and officers 1,400,000 75.0%
as a group (2 persons)
- ------------------------
(1) Percent of class is based on 1,865,000 shares of Common Stock issued and
outstanding as of February 25, 2000. The total of the Company's outstanding
Common Shares are held by 25 persons.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following table sets forth certain information with respect to the
directors and executive officers of the Company:
Name Age Position
---- --- --------
Farid E. Tannous 33 President/Director
David E. Tannous 29 Secretary/Treasurer/Director
15
<PAGE>
The above listed officers and directors will serve until the next annual
meeting of the shareholders or until their death, resignation, retirement,
removal, or disqualification, or until their successors have been duly elected
and qualified. Vacancies in the existing Board of Directors are filled by
majority vote of the remaining Directors. Officers of the Company serve at the
will of the Board of Directors. There are no agreements or understandings for
any officer or director to resign at the request of another person and no
officer or director is acting on behalf of or will act at the direction of any
other person. Farid E. Tannous and David E. Tannous are brothers. Except for
said relationships, there is no family relationship between any executive
officer and director of the Company.
Resumes
- -------
FARID E. TANNOUS has been a major shareholder and President and Director of the
Company since 1996. Mr. Tannous is currently a member of the Structured Finance
team in the Corporate Treasury of Hughes Electronics Corporation. Previously, he
served as Treasurer and Chief Financial Officer of Colorado Casino Resorts,
Inc., a publicly-traded company with hotel and casino operations in Colorado. He
was accountable for all corporate finance, treasury, and cash management
operations. From 1994 to 1996, he was Managing Director of F.E. Tannous & Co.
Investment Management Group in Beverly Hills, California where he managed
private equity funds for `Medium-Net-Worth' clients to yield attractive
portfolio returns. Mr. Tannous consulted extensively to start-up Internet and
technology ventures by developing business plans, generating pro-forma
financials, advising on business strategy and capital structure, and raising
capital through private placements and public offerings. Mr. Tannous received an
MBA in finance and accounting from the University of Chicago Graduate School of
Business. He also holds a Masters and Bachelors degree in Electrical Engineering
from the University of Southern California.
DAVID E. TANNOUS has been a major shareholder of the Company since 1996 and has
been its Secretary/Treasurer and a Director of the Company since 2000. He is
currently employed as a manager with KPMG LLP in the Personal Financial Planning
Group for the past four years. Prior to his current employment, he worked at
Ernst & Young LLP in the Business Management Group for two years. David Tannous
is a CPA with over six years of experience advising both corporations and
individuals regarding tax-related issues. He received his Bachelor of Science
degree in Accounting from California State University, Northridge in December of
1993.
Previous Blank Check Companies - Current Blank Check Companies
- --------------------------------------------------------------
The officers and directors of the Company have not been officers and
directors in any other blank check offerings. The officers and directors,
however, do anticipate becoming involved with additional blank check companies
who may file registration statements under the Securities Act of 1933, as
amended, and the 1934 Act, or either. In addition, the officers and directors of
the Company may become involved in additional blank check companies which may
request a broker-dealer to request clearance from the NASD Regulation, Inc. for
trading clearance in the applicable quotation medium.
16
<PAGE>
Conflicts of Interest
- ---------------------
Members of the Company's management are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.
The officers and directors of the Company are now and may in the future
become shareholders, officers or directors of other companies which may be
engaged in business activities similar to those conducted by the Company.
Accordingly, additional direct conflicts of interest may arise in the future
with respect to such individuals acting on behalf of the Company or other
entities. Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of such individuals in the performance
of their duties or otherwise. The Company does not currently have a right of
first refusal pertaining to opportunities that come to management's attention
insofar as such opportunities may relate to the Company's proposed business
operations.
The officers and directors are, so long as they are officers or directors
of the Company, subject to the restriction that all opportunities contemplated
by the Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director.
If the Company or the companies in which the officers and directors are
affiliated with both desire to take advantage of an opportunity, then said
officers and directors would abstain from negotiating and voting upon the
opportunity. However, all directors may still individually take advantage of
opportunities if the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflict of interest policy with respect
to such transactions.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's officers and/or directors receive any compensation
for their respective services rendered unto the Company, nor have they received
such compensation in the past. They all have agreed to act without compensation
until authorized by the Board of Directors, which is not expected to occur until
the Company has generated revenues from operations after consummation of a
merger or acquisition. As of the date of this registration statement, the
Company has no funds available to pay directors. Further, none of the directors
are accruing any compensation pursuant to any agreement with the Company.
17
<PAGE>
It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the purposes
of providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition candidate,
the proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to affirmatively approve
such a transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient cash available. The amount of such finder's fee cannot
be determined as of the date of this registration statement, but is expected to
be comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
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.
Farid E. Tannous has agreed to provide the necessary funds, without
interest, for the Company to comply with the 1934 Act provided that he is an
officer and director of the Company when the obligation is incurred. All
advances will be interest-free.
18
<PAGE>
ITEM 8. DESCRIPTION OF SECURITIES
The Company's authorized capital stock consists of 75,000,000 shares of
Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred
Stock, par value $0.001 per share. There are 1,865,000 Common Shares and no
Preferred Shares issued and outstanding as of the date of this filing.
Common Stock
- ------------
All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, are entitled to one vote per share in all matters to be
voted upon by shareholders. The shares of Common Stock have no preemptive,
subscription, conversion or redemption rights and may be issued only as
fully-paid and non-assessable shares. Cumulative voting in the election of
directors is not permitted, which means that the holders of a majority of the
issued and outstanding shares of Common Stock represented at any meeting at
which a quorum is present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the remaining shares of Common
Stock will not be able to elect any directors. In the event of liquidation of
the Company, each shareholder is entitled to receive a proportionate share of
the Company's assets available for distribution to shareholders after the
payment of liabilities and after distribution in full of preferential amounts,
if any. All shares of the Company's Common Stock issued and outstanding are
fully-paid and non-assessable. Holders of the Common Stock are entitled to share
pro rata in dividends and distributions with respect to the Common Stock, as may
be declared by the Board of Directors out of funds legally available therefor.
Preferred Stock
- ---------------
The Company is authorized to issue 10,000,000 shares of "blank check"
preferred stock, $0.001 par value per share, in one or more series from time to
time with such designations, rights and preferences as may be determined from
time to time by the Board of Directors, including, but not limited to (i) the
designation of such series; (ii) the dividend rate of such series, the
conditions and dates upon which such dividends shall be payable, the relation
which such dividends shall bear to the dividends payable on any other class or
classes or series of our capital stock and whether such dividends shall be
cumulative or non-cumulative; (iii) whether the shares of such series shall be
subject to redemption for cash, property or rights, including securities of any
other corporation, by the Company or upon the happening of a specified event
and, if made subject to any such redemption, the times or events, prices, rates,
adjustments and other terms and conditions of such redemption; (iv) the terms
and amount of any sinking fund provided for the purchase or redemption of the
shares of such series; (v) whether or not the shares of such series shall be
convertible into, or exchangeable for, at the option of either the holder or the
Company or upon the happening of a specified event, shares of any other class or
classes or of any other series of the same class of the Company's capital stock
and, if provision be made for the conversion or exchange, the times or events,
prices, rates, adjustments and other terms and conditions of such conversions or
exchanges; (vi) the restrictions, if any, on the issue or reissue of any
additional preferred stock; (vii) the rights of the holders of the shares of
such series upon the voluntary or involuntary liquidation, dissolution or
winding up of the Company; and (viii) the provisions as to voting, optional
and/or other special rights and preferences, if any, including, without
limitation, the right to elect one or more directors. Accordingly, the Board of
19
<PAGE>
Directors is empowered, without stockholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting or other rights which adversely
affect the voting power or other rights of the holders of the common stock. In
the event of issuance, the preferred stock could be utilized, under certain
circumstances, as a way of discouraging, delaying or preventing an acquisition
or change in control of the Company.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no trading market for the Company's Common Stock at present and
there has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such a market does develop, that it will
continue. The Company intends to request a broker-dealer to make application to
the NASD Regulation, Inc. to have the Company's securities traded on the OTC
Bulletin Board Systems or published, in print and electronic media, or either,
in the National Quotation Bureau LLC "Pink Sheets."
(a) Market Price. The Company's Common Stock is not quoted at the present
time.
The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for 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 and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that 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 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 stock in both public offering and in
secondary trading, and about 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.
20
<PAGE>
For the initial listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $4 million or market capitalization of $50 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be three market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.
For continued listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $2 million or market capitalization of $35 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$500,000, a public float of 500,000 shares with a market value of $1 million.
The minimum bid price must be $1.00 and there must be two market makers. In
addition, there must be 300 shareholders holding 100 shares or more.
Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow the Company's securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.
(b) Holders
There are twenty-five (25) holders of the Company's Common Stock. In 1996,
the Company issued 1,865,000, as adjusted for the stock split, of its Common
Shares for cash. All of the issued and outstanding shares of the Company's
Common Stock were issued in accordance with the exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as amended.
As of the date of this report, all of the issued and outstanding shares of
the Company's Common Stock are eligible for sale under Rule 144 promulgated
under the Securities Act of 1933, as amended, subject to certain limitations
included in said Rule. Except for the officers and directors of the Company, no
shareholder has executed and delivered to the Company a "lock-up" letter
affirming that he or she shall not sell their respective shares of the Company's
Common Stock until such time as the Company has successfully consummated a
merger or acquisition and the Company is no longer classified as a "blank check"
company.
21
<PAGE>
As of the date of this registration statement, 465,000 shares of the
Company's Common Stock held by non-affiliates are eligible for sale under Rule
144 promulgated under the Securities Act of 1933, as amended, subject to certain
limitations included in said Rule. In general, under Rule 144, a person (or
persons whose shares are aggregated), who has satisfied a one year holding
period, under certain circumstances, may sell within any three-month period a
number of shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume during the four
calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who has satisfied a two-year holding period and who is not, and has not been for
the preceding three months, an affiliate of the Company.
(c) Dividends
The Company has not paid any dividends to date, and has no plans to do so
in the immediate future.
ITEM 2. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has not changed accountants since its formation and there are
no disagreements with the findings of said accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
(a) Securities Sold
The Company has sold and issued its securities during the three year period
preceding the date of this registration statement. All of the shares of Common
Stock of the Company were sold and issued on June 7, 1996 and have been issued
for investment purposes in a "private transaction" and are "restricted" shares
as defined in Rule 144 under the Securities Act of 1933, as amended. These
shares may not be offered for public sale except under Rule 144, or otherwise,
pursuant to said Act.
In summary, Rule 144 applies to affiliates (that is, control persons) and
non-affiliates when they resell restricted securities (those purchased from the
issuer or an affiliate of the issuer in nonpublic transactions). Non-affiliates
reselling restricted securities, as well as affiliates selling restricted or
non-restricted securities, are not considered to be engaged in a distribution
and, therefore, are not deemed to be underwriters as defined in Section 2(11) of
the Securities Act of 1933, as amended, if six conditions are met:
22
<PAGE>
(1) Current public information must be available about the issuer unless
sales are limited to those made by non-affiliates after two years.
(2) When restricted securities are sold, generally there must be a
one-year holding period.
(3) When either restricted or non-restricted securities are sold by an
affiliate after one year, there are limitations on the amount of
securities that may be sold; when restricted securities are sold by
non-affiliates between the first and second years, there are identical
limitations; after two years, there are no volume limitations for
re-sales by non-affiliates.
(4) Except for sales of restricted securities made by non-affiliates after
two years, all sales must be made in brokers' transactions as defined
in Section 4(4) of the Securities Act of 1933, as amended, or a
transaction directly with a "market maker" as that term is defined in
Section 3(a)(38) of the 1934 Act.
(5) Except for sales of restricted securities made by non-affiliates after
two years, a notice of proposed sale must be filed for all sales in
excess of 500 shares or with an aggregate sales price in excess of
$10,000.
(6) There must be a bona fide intention to sell within a reasonable time
after the filing of the notice referred to in (5) above.
(b) Underwriters and Other Purchasers
There were no underwriters in connection with the sale and issuance of any
securities.
All of the shareholders have had a pre-existing personal or business
relationship with the Company or its officers and directors. By reason of their
business experience, each have been involved financially and by virtue of a time
commitment in business projects with the officers of the Company. Further, each
of the shareholders have established a pre-existing personal relationship with
the officers and directors of the Company. The following are the names of the 25
issuees and the number of shares purchased by each of them.
23
<PAGE>
Name Shares
---- ------
Farid E. Tannous 4,200
David E. Tannous 2,800
Naser J. Khoury 400
Hysumi N. Khoury 400
Frederick T. Manlunas 350
Randy Wright 350
John E. Gusick 200
Spring Edwards 200
Eddie Morales 25
Sandy A. Morales 25
Richard Ford 25
Christine Ford 25
William Gursahani 25
Chin Woo Park 25
Young Park 25
Robert A. Bueker 25
Frank Burkeen 25
Georges F. Elias 25
William Glaser 25
Thomas C. Haas 25
Vijay P. Kumar 25
Howard Newberg 25
Sharon Newberg 25
Dirk Price 25
Henry Sahin 25
Naser J. Khoury and Hysumi N. Khoury, Richard Ford and Christine Ford, Chin Woo
Park and Young Park, Howard Newberg and Sharon Newberg are, respectively,
husbands and wives. Farid E. Tannous and David E. Tannous are brothers and first
cousins to Naser J. Khoury.
(c) Consideration
Each of the shares of stock were sold for cash. Prior to the forward stock
split, each shareholder paid $0.10 per share for the shares, the Company sold
and issued 9,325 shares, and the aggregate consideration received by the Company
was $932.50.
(d) Exemption from Registration Relied Upon
The sale and issuance of the shares of stock was exempt from registration
under the Securities Act of 1933, as amended, by virtue of section 4(2) as a
transaction not involving a public offering. Each of the shareholders had
acquired the shares for investment and not with a view to distribution to the
public. From the date of the issuance to the date of this report, there were no
transfers of the stock sold and issued.
24
<PAGE>
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except for acts or omissions which involve intentional misconduct, fraud or
known violation of law or for the payment of dividends in violation of Colorado
Revised Statutes, there shall be no personal liability of a director or officer
to the Company, or its stockholders for damages for breach of fiduciary duty as
a director or officer. The Company may indemnify any person for expenses
incurred, including attorneys fees, in connection with their good faith acts if
they reasonably believe such acts are in and not opposed to the best interests
of the Company and for acts for which the person had no reason to believe his or
her conduct was unlawful. The Company may indemnify the officers and directors
for expenses incurred in defending a civil or criminal action, suit or
proceeding as they are incurred in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount of such expenses if it is ultimately
determined by a court of competent jurisdiction in which the action or suit is
brought determined that such person is fairly and reasonably entitled to
indemnification for such expenses which the court deems proper.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is therefore unenforceable.
PART F/S
Financial Statements
The financial statements on the following pages are attached to this report and
filed as a part thereof.
Page
----
Independent Auditors' Report........................................... F-1
Balance Sheets.......................................................... F-2
Statement of Operations................................................. F-3
Statement of Stockholders' Equity (Deficiency).......................... F-4
Statement of Cash Flows................................................. F-5
Notes to Financial Statements...........................................F-6-8
25
<PAGE>
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS OF CENTURION COMMUNICATIONS CORPORATION:
We have audited the accompanying balance sheets of Centurion Communications
Corporation (A Development Stage Company) as of December 31, 1999 and 1998 and
the related statements of operations, stockholders' equity (deficiency) and cash
flows for the years then ended and for the period from May 30, 1996 (inception)
to December 31, 1999. These financials statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Centurion Communications
Corporation as of December 31, 1999 and 1998 and the results of its operations
and its cash flows for the years then ended and for the period from May 30, 1996
(inception) to December 31, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 of the
accompanying financial statements, the Company has no established source of
revenue, which raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also discussed in Note
1. These financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
MERDINGER, FRUCHTER ROSEN & CORSO, P.C.
Certified Public Accountants
Los Angeles, California
February 24, 2000
F-1
<PAGE>
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
BALANCE SHEETS
December 31,
--------------------------
1999 1998
---------- ----------
TOTAL ASSETS $ - $ -
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)
TOTAL LIABILITIES $ - $ -
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock, $0.001 par value;
1,000,000 shares authorized;
9,325 shares issued and
outstanding 9 9
Additional paid-in capital 923 923
Deficit accumulated during
the development stage (932) (932)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) - -
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $ - $ -
========== ==========
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the
Period from
May 30, 1996
For the Year Ended (inception) to
December 31, December 31,
----------------------- -------------
1999 1998 1999
---------- --------- ------------
REVENUE $ - $ - $ -
GENERAL, SELLING AND
ADMINISTRATIVE EXPENSES - - 932
---------- --------- ------------
LOSS BEFORE TAXES - - (932)
PROVISION FOR INCOME TAXES - - -
---------- --------- -----------
NET LOSS $ - $ - $ (932)
========== ========= ===========
NET LOSS PER COMMON SHARE
- basic and diluted $ - $ - $ (0.10)
========== ========= ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES
OUTSTANDING - basic and diluted 9,325 9,325 9,325
========== ========= ============
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
------------------- Paid In Development
Shares Amount Capital Stage Total
------- ------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C>
Balance at May 30, 1996 - $ - $ - $ - $ -
Issuance of common stock
for cash on June 7, 1996
at $0.10 per share 9,325 9 923 - 932
Net loss - - - (932) (932)
------- ------- ---------- ----------- ----------
Balance at December 31, 1996 9,325 9 923 (932) -
Net loss - - - - -
------- ------- ---------- ----------- ----------
Balance at December 31, 1997 9,325 9 923 (932) -
Net loss - - - - -
------- ------- ---------- ----------- ----------
Balance at December 31, 1998 9,325 9 923 (932) -
Net loss - - - - -
------- ------- ---------- ----------- ----------
Balance at December 31, 1999 9,325 $ 9 $ 923 $ (932) $ -
======= ======= ========== =========== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Period
From
For The Year Ended May 30, 1996
December 31, (inception) to
------------------------ December 31,
1999 1998 1999
--------- ---------- ---------------
CASH USED IN
OPERATING ACTIVITIES:
Net loss $ - $ - $ (932)
--------- --------- -------------
CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES:
Issuance of common
stock for cash - - 932
--------- --------- -------------
NET CHANGE IN CASH
AND CASH EQUIVALENTS - - -
--------- --------- -------------
CASH AND CASH EQUIVALENTS
- beginning of period - - -
--------- --------- -------------
CASH AND CASH EQUIVALENTS
- ending of period $ - $ - $ -
========= ========= =============
SUPPLEMENTAL CASH FLOW
INFORMATION:
Cash paid during the year-
Interest paid $ - $ - $ -
========= ========= =============
Income taxes paid $ - $ - $ -
========== ========== =============
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
--------------------
Centurion Communications Corporation ("Company") is currently a
development stage company under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 7. The Company was
incorporated under the laws of the State of Colorado on May 30,
1996. It is management's objective to seek a merger with an
existing operating company.
Basis of Presentation
---------------------
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has no established source of revenue. This
factor raises substantial doubt about the Company's ability to
continue as a going concern. Without realization of additional
capital, it would be unlikely for the Company to continue as a
going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amount, or amounts and classification of
liabilities that might be necessary should the Company be unable
to continue in existence. It is management's objective to seek
additional capital through a merger with an existing operating
company.
Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased
with original maturities of three months or less to be cash
equivalents.
Concentration of Credit Risk
----------------------------
The Company places its cash in what it believes to be
credit-worthy financial institutions. However, cash balances
exceed FDIC insured levels at various times during the year.
F-6
<PAGE>
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income Taxes
------------
Income taxes are provided for based on the liability method of
accounting pursuant to SFAS No. 109, "Accounting for Income
Taxes". Deferred income taxes, if any, are recorded to reflect
the tax consequences on future years of differences between the
tax bases of assets and liabilities and their financial reporting
amounts at each year-end.
Loss Per Share
--------------
During 1998, the Company adopted SFAS No. 128, "Earnings Per
Share," which requires presentation of basic loss per share
("Basic LPS") and diluted loss per share ("Diluted LPS"). The
computation of Basic LPS is computed by dividing loss available
to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted LPS gives
effect to all diluted potential common shares outstanding during
the period. The computation of Diluted LPS does not assume
conversion, exercise or contingent exercise of securities that
would have an anti-dilutive effect on earnings.
Comprehensive Income
--------------------
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income", was issued
("SFAS No. 130"). SFAS No. 130 establishes standards for the
reporting and display of comprehensive income and its components
in the financial statements. As of December 31, 1999 and 1998,
and for the period from May 30, 1996 (inception) to December 31,
1999, the Company has no items that represent comprehensive
income and, therefore, has not included a schedule of
comprehensive income in the accompanying financial statements.
Impact of Year 2000 Issue
-------------------------
As of December 31, 1999, the Company does not have any computer
systems or customers and suppliers. Therefore, the issue of the
year 2000 has no effect on the Company's current activities.
F-7
<PAGE>
CENTURION COMMUNICATIONS CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. A shareholder 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 business opportunity becomes
available for the Company, 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.
NOTE 3 - STOCKHOLDERS' EQUITY
The Company is authorized to issue up to 1,500,000 shares, which
includes 1,000,000 shares of common stock at a par value of
$0.001 and 500,000 shares of preferred stock at a par value of
$0.001.
The preferred stock is convertible into common stock, with each
series par value, convertible features, and rights and
preferences to be determined from time-to-time with each series
created by the board of directors. As of December 31, 1999, the
board of directors has not created any series of preferred stock.
NOTE 4 - SUBSEQUENT EVENTS
In February 2000, the Company restated its Articles of
Incorporation to increase the number of authorized shares from
1,500,000 to 85,000,000, which includes 75,000,000 shares of
common stock and 10,000,000 shares of preferred stock.
In February 2000, the Company completed a forward split of its
common stock 200:1, thus increasing the number of outstanding and
issued shares of the Company's common stock from 9,325 to
1,865,000.
F-8
<PAGE>
PART III
Item 1. Exhibit Index
Sequential
No. Description Page No.
- --- ----------- ----------
(3) Articles of Incorporation and Bylaws
3.1.1 Articles of Incorporation .............................35
3.1.2 Certificate of Amendment of Articles of
Incorporation ..........................................37
3.2 Bylaws ................................................39
(12) Lock-Up Agreement
12.1 Farid E. Tannous .......................................54
12.2 David E. Tannous .......................................55
.
(27) Financial Data Schedule
27.1 Financial Data Schedule ..............................56
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.
Date: March 3, 2000 CENTURION COMMUNICATIONS CORPORATION
/s/ Farid E. Tannous
---------------------------
By: Farid E. Tannous
Its: President
26
EXHIBIT 3.1.1
FILED COPY
961072780 C $50.00
SECRETARY OF STATE
05-30-96 10:30
ARTICLES OF INCORPORATION
FOR
CENTURION COMMUNICATIONS CORPORATION
Article I.
The name of the corporation shall be CENTURION COMMUNICATIONS
CORPORATION.
Article II.
This corporation shall have perpetual existence.
Article III.
The corporation is organized to engage in any lawful business for which
corporations may be incorporated under the laws of the State of Colorado.
Article IV.
The corporation is authorized to issue One Million (1,000,000) shares
of common stock, of the par value of $0.001 each Common Voting Equity Stock,
such shares to carry the short title "Common"; and Five Hundred Thousand
(500,000) shares of Convertible Preferred Non-voting Equity Stock, the par terms
of preference and of conversion to be determined by the Board of Directors at
the time of the issuance of any such shares. The Board of Directors may further
create separate series within any class of stock.
The cumulative voting of shares of stock is not authorized. No shares
shall carry and no shareholder shall possess or enjoy any pre-emptive rights to
acquire additional or treasury shares of the corporation.
Article V.
The initial registered and principal office of this corporation is 5760
Daltry Lane, Colorado Springs, Colorado 80906. The initial registered agent is
Farid E. Tannous. The initial registered agent's address is 5760 Daltry Lane,
Colorado Springs, Colorado 80906. An example of the registered agent's signature
is:
/s/ Farid E. Tannous
-----------------------
1
<PAGE>
Article VI.
The initial Board of Directors shall consist of one (1) member, and the
name and addresses of the persons who are to serve as directors until the annual
meeting of shareholders or until successors are elected and qualified is: Farid
E. Tannous 5760 Daltry Lane, Colorado Springs, Colorado 80906. The bylaws of the
corporation shall establish the range and/or size of the Board of Directors.
Article VII.
To the extent permitted by applicable law, and subject to the
limitations contained in this Article VII, the corporation shall indemnify a
director from all claims, losses and liabilities to which he or she has or shall
become subject to by reason of serving or having served as a director, or by
reason of any action alleged to have been taken, omitted, or neglected by him or
her as a director. In addition, a director of the corporation shall not be
subject to personal liability to the corporation or to its shareholders for
monetary damages for breach of a fiduciary duty as a director; provided however,
this article shall not eliminate or limit the liability of a director to the
corporation or to its shareholders for: (A) monetary damages for any breach of
the director's duty of loyalty to the corporation or to its shareholders; (B)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (C) acts specified in C.R.S. s. 7-108-403 (as
amended); or (D) any transaction from which the director directly or indirectly
derived an improper personal benefit.
Article VIII.
The name and address of the incorporator is: Farid E. Tannous 5760
Daltry Lane, Colorado Springs, Colorado 80906.
The undersigned person of the age of 18 years or more, acting as
incorporator of a corporation under the Colorado Corporation Code, adopts the
above Articles of Incorporation.
/s/ Farid E. Tannous 5/28/96
- --------------------- -------
Signature Date
2
EXHIBIT 3.1.2
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CENTURION COMMUNICATIONS CORPORATION
FILED BY:
Centurion Communications Corporation
The undersigned, being the sole director of Centurion Communications
Corporation, a Colorado Corporation, (hereinafter the "Company") does hereby:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 21st day of February, 2000, adopted a resolution to amend
the original articles as follows:
Article four is hereby amended to read as follows:
"ARTICLE IV. The Aggregate number of shares which the corporation
shall have the authority to issue is Seventy Five Million (75,000,000)
shares of common stock at $0.001 par value, and Ten Million
(10,000,000) shares of Serial Preferred Stock at $0.001 par value.
A. Each share of Common Stock shall entitle the holder thereof to
one vote on any matter submitted to a vote of or for consent of
holders of Common Stock. Subject to the provisions of applicable
law and this Article Fourth, any dividends paid or distributed on
or with respect to the Common Stock of the corporation shall be
paid or distributed ratably to the holders of its Common Stock.
In the event of any liquidation, dissolution or winding-up of the
corporation, whether voluntary or involuntary, after payment or
provision for payment of the debts and other liabilities of the
corporation and any amounts to which the holders of any Serial
Preferred Stock shall be entitled, as hereinafter provided, the
holders of Common Stock shall be entitled to share ratably in the
remaining assets of the corporation.
B. Subject to the terms and provisions of this Article Fourth, the
Board of Directors is authorized to provide from time to time for
the issuance of shares of Serial Preferred Stock in series and to
fix and determine from time to time before issuance the
designation and relative rights and preferences of the shares of
each series of Serial Preferred Stock and the restrictions or
qualifications thereof, including, without limiting the
generality of the foregoing, the following:
(1) The series designation and Authorized number of shares;
(2) The dividend rate and the date or dates on which such
dividends will be payable;
1
<PAGE>
(3) The amount or amounts to be received by the holders in the
event of voluntary or involuntary dissolution or liquidation
of the corporation;
(4) The price or prices at which shares may be redeemed, if any,
and any terms, conditions, limitations upon such
redemptions;
(5) The sinking fund provisions, if any, for redemption or
purchase of shares; and
(6) The terms and conditions, if any, on which shares may be
converted at the election of the holders thereof into shares
of other capital stock, or of other series of Serial
Preferred Stock, of the corporation.
C. The holders of the shares of Common Stock or Serial Preferred
Stock shall not be entitled to cumulative voting on any matter.
D. Upon the amendment of this Article IV to read as hereinabove set
forth, each one (1) outstanding share of common stock is forward
split, reconstituted and converted into two hundred (200) shares
of common stock. No fractional shares shall be issued.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 9,325; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class stock outstanding
and entitled to vote thereon.
/s/ Farid E. Tannous
---------------------
President
Farid E. Tannous
State of CALIFORNIA )
) ss
County of LOS ANGELES )
On February 22, 2000, before me, Nancy A. Palmer "Notary Public", personally
appeared Farid E. Tannous, proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and by his signature
on the instrument the person, or the entity upon which the person acted,
executed the instrument.
Witness my hand and official seal.
(Notary Seal)
/s/ Nancy A. Palmer
- --------------------------------
Notary Public in and for said County and State
EXHIBIT 3.2
BYLAWS
OF
CENTURION COMMUNICATIONS CORPORATION
ARTICLE I
Offices
SECTION 1. Principal Offices
The location of the principal executive office of the Corporation shall be fixed
by the Board of Directors. It may be located at any place within or outside the
State of Colorado. The Secretary of this Corporation shall keep the original or
a certified copy of these Bylaws, as amended to date, at the principal executive
office of the Corporation if this office is located in Colorado. If this office
is located outside Colorado, the Bylaws shall be kept at the principal business
office of the Corporation within Colorado. The Officers of this Corporation
shall cause the Corporation to file an annual statement with the Secretary of
State of Colorado as required by the Colorado Corporations Code specifying the
street address of the Corporation's principal executive office.
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' Meetings
SECTION 1. Place of Meetings
All meetings of the shareholders shall be held at the principal executive office
of the Corporation or at such other place as may be determined by the Board of
Directors.
SECTION 2. Annual Meetings
The annual meeting of the shareholders shall be held each year on the second
Tuesday of June at the hour of 10:00 a.m., at which time the shareholders shall
elect by plurality vote 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.
SECTION 3. Special Meetings
Special meetings of the shareholders, for any purpose or purposes, whatsoever,
may be called by the Board of Directors, the Chairperson of the Board of
Directors, the President, or by the Secretary at the written request of one or
more shareholders holding at least ten percent (10%), collectively, of the
voting power or the Corporation, or as otherwise required by law.
1
<PAGE>
SECTION 4. Notices of Meetings
Except as otherwise provided by statute, notices of meetings, annual or special,
shall be given in writing, to shareholders entitled to vote at the meeting, by
the Secretary or an Assistant Secretary or, if there be no such Officer, or in
the case of his or her neglect or refusal, by any Director or shareholder.
Such notices shall be given either personally or by first-class mail or other
means of written communication, addressed to the shareholder at the address of
such shareholder appearing on the stock transfer books of the Corporation or as
given by the shareholder to the Corporation for the purpose of notices. Notice
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting.
Such notice shall state the place, date and time of the meeting and (1) in the
case of a special meeting, the general nature of the business to be transacted,
and that no other business may be transacted; or (2) in the case of an annual
meeting, those matters which the Board at the time of the mailing of the notice,
intends to present for action by the shareholders; but, subject to the
provisions of Section 6 of this article, any proper matter may be presented at
the annual meeting for such action. The notice of any meeting at which Directors
are to be elected shall include the names of the nominees which, at the time of
the notice, the Board of Directors intends to present for election. Notice of
any adjourned meeting need not be given unless a meeting is adjourned for
forty-five (45) days or more from the date set for the original meeting.
SECTION 5: Waiver of Notice
The transactions of any meeting of shareholders, however called and noticed, and
wherever held, are as valid as though transacted at a meeting duly held after
regular call and notice, if a quorum is present, whether in person or by proxy,
and if, either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy, signs a written waiver of notice or a
consent to the holding of the meeting or an approval of the minutes thereof. All
such waivers or consents shall be filed with the Corporate records or made part
of the minutes of the meeting. Neither the business to be transacted at the
meeting, nor the purpose of any special meeting of shareholders need be
specified in any written waiver of notice, except as provided in Section 6 of
this Article.
SECTION 6: Special Notice and Waiver of Notice Requirements
Except as provided below, any shareholder approval at a meeting, with respect to
the following proposals, shall be valid only if the general nature of the
proposal so approved was stated in the notice of meeting, or in any written
waiver of notice.
2
<PAGE>
a. Approval of a contract or other transaction between the Corporation and
one or more of its Directors or between the Corporation and any
corporation, firm, or association in which one or more of the Directors
has a material financial interest,
b. Amendment of the Articles of Incorporation after any shares have been
issued;
c. Approval of the principal terms of a reorganization;
d. Election to voluntarily wind up and dissolve the Corporation;
e. Approval of a plan of distribution of shares as part of the winding up
of the Corporation.
Approval of the above proposals at a meeting shall be valid with or without such
notice, if it is by the unanimous approval of those entitled to vote at the
meeting.
SECTION 7: Action Without Meeting
Any action that may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice if a consent, in
writing, setting forth the action so taken, shall be 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.
Unless the consent of all shareholders entitled to vote have been solicited in
writing, notice of any shareholders' approval, with respect to any one of the
following proposals, without a meeting, by less than unanimous written consent
shall be given at least ten (10) days before the consummation of the action
authorized by such approval:
a. Approval of a contract or other transaction between the Corporation and
one or more of its Directors or another corporation, firm or
association in which one or more of its Directors has a material
financial interest;
b. To indemnify an agent of the Corporation;
c. To approve the principal terms of a reorganization, or
d. Approval of a plan of distribution as part of the winding up of the
corporation.
3
<PAGE>
Prompt notice shall be given of the taking of any other Corporate action
approved by shareholders without a meeting by less than a unanimous written
consent to those shareholders entitled to vote who have not consented in
writing.
Notwithstanding any of the foregoing provisions of this section, and except as
provided in Article III, Section 4 of these Bylaws, Directors may not be elected
by written consent except by the unanimous written consent of all shares
entitled to vote for the election of Directors.
A written consent may be revoked by a writing received by the Corporation prior
to the time that written consents of the number of shares required to authorize
the proposed action have been filed with the Secretary of the Corporation, but
may not be revoked thereafter. Such revocation is effective upon its receipt by
the Secretary of the Corporation.
SECTION 8: 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. If a quorum is present,
the affirmative vote of the majority of shareholders represented at the meeting
and entitled to vote on any matter shall be the act of the shareholders, unless
the vote of a greater number is required by law and except as provided in the
following paragraphs of this section.
The shareholders present at a duty called or held meeting, at which a quorum is
present may continue to transact business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a if any action is approved
by at least a majority of the shares required quorum, to constitute a quorum.
In the absence of a quorum, any meeting of shareholders may be adjourned from
time to time by the vote of a majority of the shares represented either in
person or by proxy, but no other business may be transacted except as provided
in the foregoing provisions of this section.
SECTION 9: Voting
Only shareholders of record on the record date fixed for voting purposes by the
Board of Directors pursuant to Article VIII, Section 3 of these Bylaws, or, if
there be no such date fixed, on the record dates given below, shall be entitled
to vote at a meeting.
4
<PAGE>
If no record date is fixed:
a. The record date for determining shareholders entitled to notice of, or
to vote, at a meeting of shareholders, shall be at the close of
business on the business day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the business
day next preceding the day on which the meeting is held.
b. The record date for determining the shareholders entitled to give
consent to corporate actions in writing without a meeting, when no
prior action by the Board is necessary, shall be the day on which the
first written consent is given.
c. The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board adopts
the resolution relating, thereto, or the 60th day prior to the date of
such other action, whichever is later.
Every shareholder entitled to vote shall be entitled to one vote for each share
held, except as otherwise provided by law, by the Articles of Incorporation or
by other provisions of these Bylaws. Except with respect to elections of
Directors, any shareholder entitled to vote may vote part of his or her shares
in favor of a proposal and refrain from voting the remaining shares or vote them
against the proposal. If a shareholder falls to specify the number of shares he
or she is affirmatively voting, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares the shareholder is
entitled to vote.
At each election of Directors, shareholders shall not be entitled to cumulate
votes unless the candidates' names have been placed in nomination before the
commencement of the voting and a shareholder has given notice at the meeting,
and before the voting has begun, of his or her intention to cumulate votes. If
any shareholder has given such notice then all shareholders entitled to vote may
cumulate their votes by giving one candidate a number of votes equal to the
number of Directors to be elected multiplied by the number of his or her shares
or by distributing such votes on the same principle among any number of
candidates as he or she thinks fit. The candidates receiving the highest number
of votes, up to the number of Directors to be elected, shall be elected. Votes
cast against a candidate or which are withheld shall have no effect. Upon the
demand of any shareholder made before the voting begins, the election of
Directors shall be by ballot rather than by voice vote.
SECTION 10: Proxies
Every person entitled to vote shares may authorize another person or persons to
act by proxy with respect to such shares by filing a written proxy with the
Secretary of the Corporation, executed by such person or his or her duly
authorized agent.
A proxy shall not be valid after the expiration of eleven (11) months from the
date thereof unless otherwise provided in the proxy. Every proxy shall continue
in full force and effect until revoked by the person executing it prior to the
vote pursuant thereto.
5
<PAGE>
ARTICLE III
DIRECTORS
SECTION 1: Powers
Subject to any limitations in the Articles of Incorporation and to the
provisions of the Colorado Corporations Code, the business and affairs of the
Corporation shall be managed and all Corporate powers shall be exercised by, or
under the direction of, the Board of Directors.
SECTION 2: Number
The authorized number of Directors shall be at least one (1) and no more than
fifteen (15). After issuance of shares, this Bylaw may only be amended by
approval of a majority of the outstanding shares entitled to vote; provided,
moreover, that a Bylaw reducing the fixed number of Directors to a number less
than one (1) cannot be adopted unless in accordance with the additional
requirements of Article IX of these Bylaws.
SECTION 3: Election and Tenure of Office
The Directors shall be elected at the annual meeting of the shareholders and
hold office until the next annual meeting and until their successors have been
elected and qualified.
SECTION 4: Vacancies
A vacancy on the Board of Directors shall exist in the case of death,
resignation, or removal of any Director or in case the authorized number of
Directors is increased, or in case the shareholders fall to elect the fully
authorized number of Directors at any annual or special meeting of the
shareholders at which any Director is elected. The Board of Directors may
declare vacant the office of a Director who has been declared of unsound mind by
an order of court or who has been convicted of a felony.
Except for a vacancy created by the removal of a Director, vacancies on the
Board of Directors may be filled by approval of the Board or, if the number of
Directors then in office is less than a quorum, by (1) the unanimous written
consent of the Directors then in office; (2) the affirmative vote of a majority
of the Directors then in office at a meeting held pursuant to notice or waivers
of notice complying with this Article of these Bylaws; or (3) a sole remaining
Director. Vacancies occurring, on the Board by reason of the removal of
Directors may be filled only by approval of the shareholders. Each Director so
elected shall hold office until the next annual meeting of the shareholders and
until his or her successor has been elected and qualified.
The shareholders may elect a Director at any time to fill a vacancy not filled
by the Directors. Any such election by written consent other than to fill a
vacancy created by the removal of a Director requires the consent of a majority
of the outstanding shares entitled to vote.
6
<PAGE>
Any Director may resign effective upon submitting written notice to the
Chairperson of the Board of Directors, the President, the Secretary or to the
Board of Directors unless the notice specifies a later time for the
effectiveness of the resignation. If the resignation is effective at a later
time, a successor may be elected to take office when the resignation becomes
effective. Any reduction of the authorized number of Directors does not remove
any Director prior to the expiration of such Director's term in office.
SECTION 5: Removal
Any or all of the Directors may be removed without cause if such removal is
approved by a majority of the outstanding shares entitled to vote.
The Superior Court of the proper county may, on the suit of shareholders holding
at least 25 percent of the number of outstanding shares of any class, remove
from office any Director in case of fraudulent or dishonest acts or gross abuse
of authority or discretion with reference to the Corporation and may bar from
reelection any Director so removed for a period prescribed by the court. The
Corporation shall be made a party to such action.
SECTION 6: Place of Minutes
Meetings of the Board of Directors shall be held at any place, within or without
the State of Colorado, 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
executive office of the Corporation or as may be designated from time to time by
resolution of the Board of Directors. Meetings of the Board may be held through
use of conference telephone or similar communications equipment, as long as all
Directors participating in the meeting can hear one another.
SECTION 7: Annual, Regular and Special Directors' Meetings
An annual meeting of the Board of Directors shall be held without notice
immediately after and at the same place as the annual meeting of the
shareholders.
Other regular meetings of the Board of Directors shall be held at such times and
places as may be fixed from time to time by the Board of Directors. Call and
notice of these regular meetings shall not be required.
Special meetings of the Board of Directors may be called by the Chairperson of
the Board, the President, Vice President, Secretary, or any two Directors.
Special meetings of the Board of Directors shall be held upon four (4) days'
notice by mail, or forty-eight (48) hours' notice delivered personally or by
telephone or telegraph. A notice or waiver of notice need not specify the
purpose of any special meeting of the Board of Directors.
If any meeting is adjourned for more than 24 hours, notice of the adjournment to
another time or place shall be given before the time of the resumed meeting to
all Directors who were not present at the time of adjournment of the original
meeting.
7
<PAGE>
SECTION 8: Quorum and Board Action
A quorum for all meetings of the Board of Directors shall consist of two (2) of
the authorized number of Directors until changed by amendment to this Article of
these Bylaws.
Every act or decision done or made by a majority of the Directors present at a
meeting duly held at which a quorum is present is the act of the Board. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of Directors, if any action taken is approved by
at least a majority of the required quorum for such meeting.
A majority of the Directors present at a meeting may adjourn any meeting to
another time and place, whether or not a quorum is present at the meeting.
SECTION 9: Waiver of Notice
The transactions of any meeting of the Board, however called and noticed or
wherever held, are as valid as though undertaken at a meeting duly held after
regular call and notice if a quorum is present and if, either before or after
the meeting, each of the Directors not present signs a written waiver of notice,
a consent to holding the meeting, or an approval of the minutes thereof All such
waivers, consents, and approvals shall be filed with the Corporate records or
made a part of the minutes of the meeting. Waivers of notice or consents need
not specify the purpose of the meeting.
SECTION 10. Action Without Meeting
Any action required or permitted to be taken by the Board may be taken without a
meeting, if all members of the Board shall individually or collectively consent
in writing to such action. Such written consent or consents shall be filed with
the minutes of the proceedings of the Board. Such action by written consent
shall have the same force and effect as a unanimous vote of the Directors.
SECTION 11: Compensation
No salary shall be paid Directors, as such, for their services but, by
resolution, the Board of Directors may allow a reasonable fixed sum and expenses
to be paid for attendance at regular or special meetings. Nothing contained
herein shall prevent a Director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attendance at meetings.
8
<PAGE>
ARTICLE IV
OFFICERS
SECTION 1: Officers
The Officers of the Corporation shall be a President, a Vice President, a
Secretary, and a Treasurer who shall be the Chief financial Officer of the
Corporation. The Corporation also may have such other Officers with such titles
and duties as shall be determined by the Board of Directors. Any number of
offices may be held by the same person.
SECTION 2: Election
All officers of the Corporation shall be chosen by, and serve at the pleasure
of, the Board of Directors.
SECTION 3: Resignation and Removal
An officer may be removed at any time, either with or without cause, by the
Board. An officer may resign at any time upon written notice to the Corporation
given to the Board, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the date of receipt of such notice or at any
other time specified therein. The removal or resignation of an officer shall be
without prejudice to the rights, if any, of the officer or the Corporation under
any contract of employment to which the officer is a party.
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 the Board of
Directors, have general supervision, direction, and control of the business and
affairs of the Corporation. He or she shall preside at all meetings of the
shareholders and Directors 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 and shall have such other powers and duties as may
from time to time be prescribed by the Board of Directors or these Bylaws.
SECTION 5: Vice President
In the absence or disability of the President, the Vice Presidents, in order of
their rank as fixed by the Board of Directors (or if not ranked, the Vice
President designated by the Board) 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 upon, the President. Each Vice President shall have such other
powers and perform such other duties as may from time to time be prescribed by
the Board of Directors or these Bylaws.
9
<PAGE>
SECTION 6: Secretary
The Secretary shall keep, or cause to be kept, at the principal executive office
of the Corporation, a book of minutes of all meetings of Directors and
shareholders. The minutes shall state the time and place of holding of all
meetings; whether regular or special, and if special, how called or authorized,
the notice thereof given or the waivers of notice received; the names of those
present at Directors' meetings; the number of shares present or represented at
shareholders' meetings; and an account of the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal executive office
of the Corporation, or at the office of the Corporation's transfer agent, a
share register, showing the names of the shareholders and their addresses, the
number and classes of shares 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.
The Secretary shall keep, or cause to be kept, at the principal executive office
of the Corporation, the original or a copy of the Bylaws of the Corporation, as
amended or otherwise altered to date, certified by him or her.
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 and have such
other powers and perform such other duties as may from time to time be
prescribed by the Board of these Bylaws.
In the absence or disability of the Secretary, the Assistant Secretaries if any,
in order of their rank as fixed by the Board of Directors (or if not ranked, the
Assistant Secretary designated by the Board of Directors), shall have all the
powers of, and be subject to all the restrictions upon, the Secretary. The
Assistant Secretaries, if any, shall have such other powers and perform such
other duties as may from time to time be prescribed by the Board of Directors or
these Bylaws.
SECTION 7: Treasurer
The Treasurer shall be the Chief Financial Officer of the Corporation and shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of the
Corporation.
The Treasurer shall deposit monies and other valuables in the name and to the
credit of the Corporation with which depositories as may be designated by the
Board of Directors. He or she shall disburse the funds of the Corporation in
payment of the just demands against the Corporation as authorized by the Board
of Directors; shall render to the President and Directors, whenever they request
it, an account of all his or her transactions as Treasurer and of the financial
condition of the corporation; and shall have such other powers and perform such
other duties as may from time to time be prescribed by the Board of Directors or
the Bylaws.
10
<PAGE>
In the absence or disability of the Treasurer, the Assistant Treasurers, if any,
in order of their rank as fixed by the Board of Directors (or if not ranked, the
Assistant Treasurer designated by the Board of Directors), 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 upon the Treasurer. The Assistant Treasurers, if
any, shall have such other powers and perform such other duties as may from time
to time be prescribed by the Board of Directors or these Bylaws.
SECTION 8: 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 COMMITTEES
SECTION 1: At Option of Board of Directors
The Board may, by resolution adopted by a majority of the authorized number of
Directors, designate one or more committees, each consisting of two or more
Directors, to serve at the pleasure of the Board. Any such committee, to the
extent provided in the resolution of the Board, shall have all the authority of
the Board, except with respect to:
a. The approval of any action for which the approval of the shareholders
or approval of the outstanding shares is also required.
b. The filling of vacancies on the Board or in any committee.
c. The fixing of compensation of the Directors for serving on the Board
or on any committee.
d. The amendment or repeal of Bylaws or the adoption of new Bylaws.
e. The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable.
f. A distribution to the shareholders of the Corporation, except at a rate
or in a periodic amount or within a price range determined by the
Board.
g. The appointment of other committees of the Board or the members thereof
11
<PAGE>
ARTICLE VI
CORPORATE RECORDS AND REPORTS
SECTION 1: Inspection by Shareholders
The share register shall be open to inspection and copying by any shareholder or
holder of a voting trust certificate at any time during usual business hours
upon written demand on the Corporation, for a purpose reasonably related to such
holder's interest as a shareholder or holder of a voting trust certificate. Such
inspection and copying under this section may be made in person or by agent or
attorney.
The accounting books and records of the Corporation and the minutes of
proceedings of the shareholders and the Board and committees of the Board shall
be open to inspection upon written demand of the Corporation by any shareholder
or holder of a voting trust certificate at any reasonable time during usual
business hours, for any proper purpose reasonably related to such holder's
interests as a shareholder or as the holder of such voting trust certificate.
Such inspection by a shareholder or holder of voting trust certificate may be
made in person or by agent or attorney, and the right of inspection includes the
right to copy and made extracts.
Shareholders shall also have the right to inspect the original or copy of these
Bylaws, as amended to date and kept at the Corporation's principal executive
office, at all reasonable times during business hours.
SECTION 2: 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 and to inspect the
physical properties of the Corporation, domestic or foreign. 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.
SECTION 3: Right to Inspect Written Records
If any record subject to inspection pursuant to this chapter is not maintained
in written form, a request for inspection is not complied with unless and until
the Corporation at its expense makes such record available in written form.
SECTION 4: Waiver of Annual Report
The annual report to shareholders is hereby expressly waived, as long as this
Corporation has less than 100 holders of record of its shares. This waiver shall
be subject to any provision of law allowing, shareholders to request the
Corporation to furnish financial statements.
12
<PAGE>
SECTION 5: Contracts, etc.
The Board of Directors, except as otherwise provided in the Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name and on behalf of the Corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent, or employee shall have any power
or authority to bind the Corporation by any contract, or to pledge its credit,
or to render it liable for any purpose or amount.
ARTICLE VII
INDEMNIFICATION AND INSURANCE OF CORPORATE AGENTS
SECTION 1: Indemnification
The Directors and Officers of the Corporation shall be indemnified by the
Corporation to the fullest extent not prohibited by the Colorado Corporations
Code.
SECTION 2: Insurance
The Corporation shall have the power to purchase and maintain insurance on
behalf of any agent against any liability asserted against or incurred by the
agent in such capacity or arising, out of the agent's status as such, whether or
not the Corporation would have the power to indemnify the agent against such
liability.
ARTICLE VIII
SHARES
SECTION 1: Certificates
The Corporation shall issue certificates for its shares when fully paid.
Certificates of stock shall be issued in numerical order, and shall state the
name of the record holder of the shares represented thereby; the number,
designation, if any, and the class or series of shares represented thereby; and
contain any statement or summary required by any applicable provision of the
Colorado Corporations Code.
Every certificate for shares shall be signed in the name of the Corporation by
(1) the Chairperson or Vice Chairperson of the Board or the President or a Vice
President and (2) by the Treasurer or the Secretary or an Assistant Secretary.
SECTION 2: Transfer of Shares
Upon surrender to the Secretary or transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, shall be the duty of the
Secretary of the Corporation to issue a new certificate to the person entitled
thereto, to cancel the old certificate, and to record the transaction upon the
share register of the Corporation.
13
<PAGE>
SECTION 3: Record Date
The Board of Directors may fix a time in the future as record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive payment of any dividend or
distribution, or any allotment of rights, or to exercise rights in respect to
any other lawful action. The record date so fixed shall not be more than sixty
(60) days nor less than ten (10) days prior to the date of the meeting nor more
than sixty (60) days prior to any other action.
When a record date is so fixed, only shareholders of record on that date are
entitled to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise the rights as the case may
be notwithstanding any transfer of any shares on the books of the Corporation
after the record date.
ARTICLE IX
AMENDMENT OF BYLAWS
SECTION 1: By Shareholders
Bylaws may be adopted, amended or repealed by the affirmative vote or by the
written consent of holders of a majority of the outstanding shares of the
Corporation entitled to vote. However, a Bylaw amendment which reduces the fixed
number of Directors to a number less than three (3) shall not be effective if
the votes cast against the amendment or the shares not consenting to its
adoption are equal to more than 15 percent of the outstanding shares entitled to
vote.
SECTION 2: By Directors
Subject to the night of shareholders to adopt, amend or repeal Bylaws, the
Directors may adopt, amend or repeal any Bylaw, except that a Bylaw amendment
changing the authorized number of Directors may be adopted by the Board of
Directors only if prior to the issuance of shares.
ARTICLE X
REPAYMENT OBLIGATIONS
Any payments made to an officer of the Corporation such as a salary, commission,
bonus, interest, or rent, or entertainment expense incurred by him or her which
shall be disallowed in whole or in part as a deductible expense by the Internal
revenue Service, shall be reimbursed by such officer to the Corporation to the
full extent of such disallowance. It be the duty of the Directors of this
Corporation as a Board to enforce payment of each amount disallowed. In lieu of
payment by the officer, subject to the determination of the Directors,
proportionate amounts may be withheld from said officer's future compensation
payments until the amount owed to the Corporation has been recovered.
14
<PAGE>
APPROVED AND ADOPTED this 31st day of MAY, 1996.
/s/ Farid E. Tannous
---------------------
Farid E. Tannous
President
CERTIFICATE OF PRESIDENT
I hereby certify that I am the President of Centurion Communications
Corporation, that the foregoing Bylaws, consisting of 13 pages, constitute the
code of Bylaws of Centurion Communications Corporation, as duly adopted at a
regular meeting of Directors of the corporation held May 31, 1996.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 31st day of
May, 1996.
/s/ Farid E. Tannous
---------------------
Farid E. Tannous
President
EXHIBIT 12.1
February 25, 2000
Centurion Communications Corporation
16133 Ventura Boulevard, Suite 635
Encino, California 91436
Re: Centurion Communications Corporation
Gentlemen:
The undersigned is the record owner of 840,000 shares of the common stock of
Centurion Communications Corporation, par value $.001 per share (the "Shares"),
such Shares are eligible for sale under Rule 144 promulgated under the
Securities Act of 1933, as amended, subject to certain limitations included in
said Rule.
The undersigned, together with David E. Tannous, and each of them, agree as
follows:
1. The undersigned will not sell, contract to sell, or make any other
disposition of, or grant any purchase option for the sale of, any of the
shares of the common stock owned by the undersigned, directly or
indirectly, until such time as the Company has entered into a merger or
acquisition or the Company is no longer classified as a "blank check"
company, as that term is defined in the Form 10SB12G on file with the
Securities and Exchange Commission, whichever first occurs.
2. The undersigned acknowledges that Pacific Stock Transfer Company, 5855 S.
Pecos Road, Suite D, Las Vegas, Nevada 89l20, the transfer agent for the
Company, has been advised of the restrictions described herein and that any
attempts by the undersigned to violate said restriction may result in legal
action(s) by the Company. The undersigned further agrees, upon the request
of the Company, that in addition to any other restrictions reflecting that
the Shares have not been registered under the Securities Act of 1933, as
amended, may be placed on individual certificates issued.
Very truly yours,
/s/ Farid E. Tannous
----------------------
Farid E. Tannous
Centurion Communications Corporation
Board Director
cc: Pacific Stock Transfer Company
EXHIBIT 12.2
February 25, 2000
Centurion Communications Corporation
16133 Ventura Boulevard, Suite 635
Encino, California 91436
Re: Centurion Communications Corporation
Gentlemen:
The undersigned is the record owner of 560,000 shares of the common stock of
Centurion Communications Corporation, par value $0.001 per share (the "Shares"),
such Shares are eligible for sale under Rule 144 promulgated under the
Securities Act of 1933, as amended, subject to certain limitations included in
said Rule.
The undersigned, together with Farid E. Tannous, and each of them, agree as
follows:
1. The undersigned will not sell, contract to sell, or make any other
disposition of, or grant any purchase option for the sale of, any of the
shares of the common stock owned by the undersigned, directly or
indirectly, until such time as the Company has entered into a merger or
acquisition or the Company is no longer classified as a "blank check"
company, as that term is defined in the Form 10SB12G on file with the
Securities and Exchange Commission, whichever first occurs.
2. The undersigned acknowledges that Pacific Stock Transfer Company, 5855 S.
Pecos Road, Suite D, Las Vegas, Nevada 89l20, the transfer agent for the
Company, has been advised of the restrictions described herein and that any
attempts by the undersigned to violate said restriction may result in legal
action(s) by the Company. The undersigned further agrees, upon the request
of the Company, that in addition to any other restrictions reflecting that
the Shares have not been registered under the Securities Act of 1933, as
amended, may be placed on individual certificates issued.
Very truly yours,
/s/ David E. Tannous
-------------------
David E. Tannous
Centurion Communications Corporation
Board Director
cc: Pacific Stock Transfer Company
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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EXHIBIT 27.1
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
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0
0
<COMMON> 932
<OTHER-SE> (932)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
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<EPS-BASIC> 0
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