<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
WALL STREET WEB, INC.
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(Exact name of registrant as speciried in its charter)
New Jersey 23-3589086
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
71 Irvington Westwood, New Jersey 07675
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 594-0555
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Securities to be registerred pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
<S> <C>
Common Stock
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Ten million (10,000,000) shares of common stock
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(Title of class)
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(Title of class)
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WALL STREET WEB, INC.
FORM 10 SB
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
PART I
Item 1. Description of Business 1
Item 2. Managements Discussion and Analysis or Plan of Operations 5
Item 3. Description of Property 7
Item 4. Security Ownership of Certain Beneficial Owners and Management 7
Item 5. Directors, Executive Officers, Promoters, and Control Persons 7
Item 6. Executive Compensation 9
Item 7. Certain Relationships and Related Transactions 9
Item 8. Description of Securities
PARI II
Item 1. Market Price for Common Equity and Related Stockholder Matters 12
Item 2. Legal Proceedings 13
Item 3. Changes In and Disagreements With Accountants 13
Item 4 Recent Sales of Unregistered Securities 13
Item 5. Indemnification of Directors and Officers 14
FINANCIAL STATEMENTS
PART III
Item 1. Index to Exhibits 15
Item 2. Description of Exhibits 15
</TABLE>
i
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PART I
ITEM 1 - DESCRIPTION OF BUSINESS
WALL STREET WEB, INC. ("Company"), was incorporated on April 20, 1998, under the
laws of State of New Jersey to engage in any lawful corporate activity,
including, but not limited to, the development of the infrastructure and
expansion of Stockrumors.com Internet Financial Network ("Stockrumors").
Stockrumors is a financial services based web site which seeks to provide
quality rumor information covering the day-to-day activities of Wall Street.
Stockrumors serves a diverse group of financial and stock market professionals
including: arbitrageurs, stockbrokers, day traders, hedge fund managers, pension
fund managers, and banking and insurance professionals. The need for quality
information represents an under-developed aspect of the financial information
segment and thus represents the best opportunity for Stockrumors.
Stockrumors is the first web site to deliver a focused look at the "hot spots"
in the stock market. Revenues are generated through the sales of memberships,
advertising banners, and advertising sponsorships on the web site. Consumers
visiting the site for financial stock market rumors and content are exposed to
advertising all times during their stay. The content is organized in such a way
to allow targeted ad placement to reach an intended demographic group.
The future course of the Company's business will be to rise to the largest, most
heavily branded Internet stock market rumor and related information site on the
web. The Company will continue to explore new revenue sources including
syndicating their specialty content to other Internet portals and financial
services - related web sites.
MISSION STATEMENT
To provide the financial communities with access to financial rumor information
from the vast amount of sources. Allow investors of all ages and backgrounds to
enhance their knowledge of what is being said on Wall Street via the Internet,
900 numbers, email, fax and PCS pager services. Stockrumors strives to become
the information source for arbitrageurs, traders, stockbrokers, fund managers,
institutional asset managers and curious stock market followers.
In order to achieve its mission Stockrumors commits to the following objectives:
1. Creating and maintaining the finest financial rumors and news network
based upon credible sources that utilizes the emerging technologies of
the Internet.
2. Providing attractive, interactive, and informative value-added content
on Stockrumors and related online properties (brokercall.com and
hotticker.com) to increase user retention.
3. Accumulating data and market research information to insure the accuracy
of advertisements and the correct placement of advertising dollars on
Stockrumors.
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4. Establishing and developing strong business development partnerships
with some of the top web portals to maximize the membership base and
traffic volume.
INDUSTRY ANALYSIS
In 1994 only 3 million people were connected to the Internet and now the best
estimates run as high as 200 million. By mid-1999 the number of online stock
trading firms had risen to around 2,000 with over 7 million individual
investors. Interestingly enough, individuals doubled their number of monthly
trades once they began to perform online transactions (US States Bancorp Piper
Jaffey).
Online financial transactions are estimated to grow at an average of 30% to 35%
per year and online traders currently consist of 6% of the daily trading volume
in U.S. stock market. The Company believes that this market is under explored
and consists and comprises a inviting target market.
CUSTOMER PROFILE
Like any traditional media outlet, the Company serves two "customer types": its
subscribers and its advertisers. Subscribers pay a recurring membership fee
which provides the user with ever changing information and formats. The Company
will continue to deliver new and unique products and services to retain and
enhance the member base. Potential users will become familiar with Stockrumors
through aggressive affiliate marketing and advertising.
The primary target advertisers are large national and international corporations
which have a global reach -- as do the advertising agencies which represent
them. These firms are seeking specific demographics, which Stockrumors can
provide. These advertisers will become increasingly familiar with Stockrumors
with the increase of the Company's market position.
COMPETITION
Current successful web sites include TheStreet.com, Jagnotes.com, and
stockadvisor.com, which realized that their online membership community desired
information on Wall Street's rumors. However, some of these competitors have
discovered that creating a rumor segment takes significantly more time and
effort and capital then they were willing to spend. Therefore, some competitors
are now using Stockrumors as their source of information which validates the
Company's quality information and high rate of information flow.
The Company's successful network relationships are the basis for this
advantageous position. What differentiates one competitor from another is the
ability to generate information, to be "the first with the story". At any one
time, stock quotes, financial information, fundamental ratios and charts are
readily available from many different sources. These web sites merely sell each
other's content which necessarily limits the necessity for their existence.
Unlike Stockrumors, those sites are nothing more than news resellers and
marketing organizations.
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<TABLE>
<CAPTION>
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How are
Services Cost Premium
Company Symbol Competitive Premium Are Geared Per Services Comments
Advantage Services Toward Month Accessed?
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<S> <C> <C> <C> <C> <C> <C> <C>
The Street.com TSCM- Provider of financial YES Primarily $9.95 On website via Provides
Nasdaq news, commentary non- password. extensive
and information professional information on
investors the day-to-day
happenings of
Wall Street
but generally
finds info out
when the rest
of the world
hears it too.
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Jagnotes.com JNOT- Consolidated reports YES Service was $9.95 Sent via fax or Strong niche
OTCbb of recent analyst primarily for email to subscriber has been
recommendations. professional prior to being developed over
investors, posted on site or many years
but the purportedly before but in general
website news is site lacks
shows their disseminated to proprietary
appetite to general public. information
attract the
masses of
non-pro
investors.
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Stockrumors.com Going Provider of up-to- YES Modular set- $19.00 Sent via email or Appears to be
public at date information of up to to fax to subscriber. a small
present Wall Street rumors provide $99.00 Being that the Street.com, but
on flexibility to rumors commented with the strong
Merger/Acquisition non- on are from sources rumor segment
and corporate news professional isolated, at least makes them
that can impact the and cutting- initially, from the extremely
investment edge content media, attractive
community, general for the Wall Stockrumors has an takeover
financial information Street pros. advantage over the targets.
and analyst competition. Money alone
upgrade/downgrades. cannot create a
strong "rumor
mill."
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</TABLE>
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RISK FACTORS
The Company's business is subject to numerous risk factors, including the
following:
Recent Operating Results. Although the Company generated profits in
fiscal year 1999, there can be no assurance that the Company will generate
future profits. Results of operations may fluctuate significantly from year to
year. The Company's short term profitability could be adversely affected by
decisions undertaken in response to long term market opportunities in the
future. Various factors, including timing of new product introductions, changes
in customers operations and changes in consumers taste may have an adverse
affect on the Company's results of operations. There can be no assurance that
the Company will continue to experience profitability in the future.
Dependence on Key Personnel. The Company is dependent on its executive
officers, the loss of any one of whom would have an adverse affect on the
Company.
Industry Trends. As described above, the number of on-line investors as
well as on-line stock trading firms has risen dramatically during the last two
years. However, there can be no assurance that the industry will continue to
experience such growth rates in the future. (See "Industry Analysis" above.)
Competition. See Section entitled "COMPETITION" above.
Absence of Public Market. Prior to the filing of this Registration
Statement, there has been no public market for the Company's shares of Common
Stock. There can be no assurance that a market will develop at the conclusion of
the offering or that, if developed, it would be sustained. Purchasers of the
Company's securities may, therefore, have difficulty in selling such securities
should they desire to do so.
Control By Existing Shareholders. Following the completion of this
offering, said Common Stock currently owned beneficially by the President and
Chief Executive Officer will represent approximately 94.21% of the outstanding
Common Stock of the Company. Accordingly, such persons will be able to control
the Board of Directors of the Company and to direct the Company's affairs.
Existing Shareholders of the Company will continue to exercise control over the
Company's business and affairs even following completion of this offering. See
the Section entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" below.
Future Capital Requirements. In order to realize its objectives, the
Company may have need for additional capital in the future. If so, the Company
intends to seek such capital through public or private borrowing or equity
financings. Any additional equity financings may be dilutive to Shareholders and
debt financing, if available, may involved restrictions on Common Stock
dividends. Adequate funds, whether through financial markets or other
arrangements with corporate partners or from other sources, may not be available
when needed, or on terms acceptable to the Company. Insufficient funds may
require the Company to delay, scale back or eliminate some or all of its product
development, market development and corporate development programs with an
adverse affect on the Company's future performance.
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Dividend Policy. The Company has never paid dividends on its Common
Stock. It is the present policy of the Company to retain earnings and capital
for use in its business. Any payment of cash dividends in the future on the
Common Stock will be dependent on the Company's financial condition, results of
operations, current and anticipated cash requirements, plans for expansion,
restrictions, if any, under debt obligations, as well as other factors that the
Board of Directors deems relevant.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has already made extensive use of pre-promotion mainly through its
relationship with Datalink.net and word of mouth from other financial services
and Wall Street professionals. Stockrumors is currently a leader of the rumor
segment within the financial information business based upon the depth of
content provided to its users. Each product offers the ability to access and
navigate credible independent financial rumors and related information on
demand. The Company's unique ability to provide such extensive information
within a specific niche has been affirmed by the increasing member subscription
rate and a survey of respondents from dozens of companies.
Stockrumors is a rapidly growing business that is prepared to take the next step
in its development as a prominent web-based enterprise by building its user
audience through an affiliate-brand program such as the Content-Link Affiliate
Program. This will constitute the primary goal during the year 2000 and will
enable Stockrumors to expand its niche as a provider of interactive content
programming for the Internet.
Stockrumors has targeted individual investors/day traders as well as Wall Street
professionals because of their tremendous number, superior demographics and
access to the Internet. These characteristics coupled with the inconvenience and
expense of traditional information sources make this audience segment one of the
Company's prime targets for content programming.
Promoting the Content-Link Affiliate Program will provide an opportunity for the
Company to create a much larger membership base; increase the number of
advertising impressions; and reach industry professionals (including
advertisers) and make them aware of Stockrumors.
The Content-Link Affiliate Program will also interest other financial related
web sites to promote the Stockrumors brand and content. Stockrumors will pay for
the delivery of each unique visitor who is transferred the Stockrumors web site.
This payment will be in the form of revenues shared from the advertising
generated from that unique visitor. The payments to the affiliate will be
aggressively priced in order to accelerate the rapid adoption of the Stockrumors
content across all financial or related web sites.
Stockrumors will also offer a Co-Branded Content Program under which an
affiliate pays Stockrumors for a data feed of unique content. The affiliate can
brand the Stockrumors content as if it was their own and does not require the
affiliate to send the user's traffic to Stockrumors. As this is a premium
service, it will be priced accordingly and an affiliate will pay a flat yearly
fee plus a share of the revenue per page view.
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The Company will acquire any Co-Branded partner to explicitly state that the
content is "Powered By Stockrumors.com".
ADVERTISING
Stockrumor's short-term strategy is to work with advertisers and advertising
agencies to move a portion of their existing investment to the Company.
Long-term objectives including working with advertisers as they plan their
annual budget to include full sponsorship of the Company's programs at higher
spending levels.
Stockrumors will also utilize other advertising resources such as banners, press
releases, and major financial outlets and news media and also expand Co-branded
ventures with allied companies such as Datalink.com. Additional portions of the
budget will be used to create awareness about the membership program and create
brand name recognition of Stockrumors.
STRATEGIC ALLIANCES AND PARTNERS
Stockrumors has developed strategic alliances with Datalink.net,
Companysleuth.com, Onlinetraders.com, Trendtrader.com and INF Corp.
The following major organizations will participate as partners:
<TABLE>
<S> <C> <C>
AOL Market Mavens Astrologers Fund
Microsoft CBS Marketwatch Day Traders
Yahoo CNNfn.com MR Stock
Lycos TheStreet.com DaytraderPro
Go Network WallStreet Strategies Daily Trader
Looksmart Market News Online Pristine Day Trader
Stock Online Power Net Volume Reversal Survey
Market Line Option Strategist FXC Investors Corp
MicroBros.Software Stockpickers.net Tulips and Bears
Walt Raby Report Seidner's Market Wisdom
Kelly Capital CommandoTrader Smartportfolio.com
</TABLE>
OTHER INFORMATION
In the future, Stockrumors plans to introduce Brokercall.com. This new product
consists of upgrades/downgrades and market comments from the major Wall Street
brokerage houses.
Presently, no one customer provides more than 10% of the Company's revenues and
foreign sales constitutes less than 1% of the Company's revenues. Stockrumors
has no government contracts or sales from government contracts.
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ITEM 3 - DESCRIPTION OF PROPERTY
The Company currently rents office space on a month-to-month basis which will be
expanded as revenues increase. The Company owns no properties at present and has
no intent or agreement to acquire any properties.
ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth each person known by the Company to be the
beneficial owner of 5% or more of the Company's common stocks, all directors
individually and all directors and officers of the Company as approved. Except
as noted, each person has sole voting and investment power with respect to the
shares shown
<TABLE>
<CAPTION>
Percentage of Class
Name and Address of Owner Amount of Ownership (Common Stock)
- ------------------------- ------------------- --------------
<S> <C> <C>
John A. Ruela 4,552,500 Shares 45.525%
70 Pasadena Avenue
Lodi, New Jersey 07644
Thomas Melillo 4,868,500 Shares 48.685%
2 Johnsvale Road
Park Ridge, New Jersey 07656
All executive officers
as a group 9,421,000 Shares 94.210%
</TABLE>
ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The Company has the following Directors and Officers:
<TABLE>
<CAPTION>
Name Age Positions and Offices Held
- ---- --- --------------------------
<S> <C> <C>
John Ruela 31 Chief Executive Officer,
Chief Operating Officer,
Vice President and Chairman
of the Board of Directors
Thomas Melillo 57 President, Chief Financial Officer
and Director
</TABLE>
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JOAO (JOHN) A. RUELA Vice President, CEO and Founder of Stockrumors.com. His
role consists of developing and maintaining the vision of the Company. Mr.
Ruela's extensive background in the financial community makes him aware of the
needs of both the day-trader and the Wall Street professional. Mr. Ruela's
experience as an OTC-Trader and Registered Representative of a first tier Wall
Street firm makes him uniquely qualified for his position. Mr. Ruela's clients
spanned a broad cross section of the investment community including: hedge
funds, retail daytraders and standard retail investors, all of which required
Mr. Ruela to provide them with research and investment ideas. It was at this
time Mr. Ruela realized that event driven trading was a highly profitable yet,
without accurate information, extremely risky. Information on the rumors was
typically inaccurate and untimely, but when it was fresh, the trades did prove
to be highly profitable. More and more, Mr. Ruela chased leads on new stories
and was quickly becoming a source of information to a growing number of clients
wanting to access the latest rumors on the street. This is where Mr. Ruela
identified the need for a quality information source on the rumors of Wall
Street and found himself as being that source. So began Stockrumors. Upon
leaving his position for the Wall Street firm, Mr. Ruela while developing the
infrastructure for Stockrumors, concurrently was assisting in the startup and
running of what is a competing enterprise, a successful website for an existing
wall Street Fax Newsletter.
THOMAS MELILLO, President and CFO of Stockrumors.com. His role consists of
developing and maintaining the vision of the Company. Mr. Melillo's extensive
25-year background in corporate management makes him aware of the needs of both
the customer and the employee. Mr. Melillo also worked several years as an
OTC-Trader, which lends further credibility and makes him uniquely qualified for
his position. His contacts span a broad cross section of the investment
community. These contacts include: brokers, day-traders and retail investors. At
this time, Mr. Melillo was operating a stock market information service in which
he had contact with such clients on a day-to-day basis. He also provided
objective commentary through message boards and direct phone contact for
investment ideas. It was at this time that Mr. Melillo realized that his event
driven service was a very valuable tool, especially for trading, and was highly
profitable. It was apparent that information was critical and he was the conduit
for it. Information on rumors was typically inaccurate and untimely, but when it
was fresh, the trades did prove to be highly profitable. More and more, Mr.
Melillo realized both professional traders and retail investors did not have
access to rumor or event information in a timely fashion. This created the
opportunity for him to act as the finder and distributor of information that
could be profitable for trading. Mr. Melillo has ten years experience in
computer technical software and hardware setup, trouble shooting, and five years
in HTML and Internet related equipment and applications. In addition, he has
five years experience as a consultant, assisting small Internet startups with
day-to-day operations and problem solving.
JOSE URQUIJO, Sales Manager, Customer Service and PC Troubleshooter, he is
responsible for interaction with each advertisement representative firm as well
as creating new business directly with agencies and advertisers. Mr. Urquijo
also manages the sales staff, as well as the creation of and maintenance of
current clients representing advertisers of the financial community, public
corporations, ad agencies and subscribers. His customer service role shall be to
create a rapid response to client inquiries and requests. His support duties
include working with Jeff Shelly in the maintenance of Website,
Internet/Intranet, PC troubleshooting and PC upgrades. Mr. Urquijo received his
education and training at Bergen College, Paramus, New Jersey (Commercial Art
and Business Administration) as
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well as the Plaza School of Technology in the same city. His work experience
includes service with Price Waterhouse, Coopers Lybrand; Better Computer, the
Watts Room and Source Consulting.
JEFF SHELLY, Web Content Designer/Developer, is responsible for managing the
ever expanding web content, communicating with the major writers for proper
delivery to electronic form. Mr. Shelly is responsible for the development,
design, content and navigation for three corporate websites. He has also
developed and maintained the e-commerce web application for on-line purchases of
Company software. He has designed and developed the corporate Intranet project.
Mr. Shelly received his BS in Business Administration from New York University
and his work experience includes service at Metrocall, Incyte Media and Megasoft
On-Linc, Inc. At the Spring Internet World Expo `97 held at the Los Angeles
Convention Center, Mr. Shelly developed, designed and tracked on-line customer
satisfaction surveys for two product lines.
ITEM 6 - EXECUTIVE COMPENSATION
During the fiscal year 1999, John Ruela received compensation in the amount of
$39,000. During the previous fiscal year, 1998, Mr. Ruela received compensation
of $27,000.
During the fiscal year 1999, Thomas Melillo received compensation in the amount
of $5,500. Mr. Melillo received no compensation in 1998.
Both officers and directors of the Company anticipate receiving benefits as
beneficial shareholders of the Company and, possibly, in other ways. See "Item 5
- - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS".
No retirement, pension, profit sharing or stock option programs have been
adopted by the Company for the benefit of its employees.
ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has issued a total of 9,421,000 shares of common stock to the
following persons:
John Ruela 4,552,500
Thomas Melillo 4,868,500
ITEM 8 - DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of Ten million (10,000,000)
shares of Common Stock, no par value. The following statements relating to the
capital stock set forth in material terms of the Company's securities; however,
reference is made to the more detailed provisions of, and such statements are
qualified in their entirety by reference to, the Certificate of Incorporation,
Certificate of Amendment to the Certificate of Incorporation, and the By-Laws,
copies of which are filed as Exhibits to this Registration Statement.
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COMMON STOCK
Holders of shares of Common Stock are entitled to one vote for each share in all
matters to be voted upon by the Stockholders. Holders of Common Stock are
entitled to share ratably in dividends, if any, as may be declared from time to
time by the Board of Directors in its discretion from funds legally available
therefor. In the event of a Liquidation, Dissolution or Winding Up of the
Company, the holders of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. All of the outstanding
shares of Common Stock are fully paid and non-assessable.
The holders of Common Stock have no preemptive rights to purchase the Company's
Common Stock. There are no conversion or redemption rights or sinking fund
provisions with respect to the Common Stock.
PREFERRED STOCK
The Board of Directors is authorized to provide for the issuance of shares of
Preferred Stock in series and, by filing a certificate pursuant to the
applicable law of New Jersey, to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof without any further vote or action by the
Shareholders. Any shares of Preferred Stock so issued would have priority over
the Common Stock with respect to dividend or liquidation rights. Any future
issuance of Preferred Stock may have the affect of delaying, deferring or
preventing a change in control of the Company without further action by the
Shareholders and may adversely affect the voting and other rights of the holders
of Common Stock. At present, the Company has no plans to issue any Preferred
Stock nor adopt any series, preferences or other classification of preferred
stock.
The issuance of shares of Preferred Stock, or the issuance of rights to purchase
such shares, could be used to discourage an unsolicited acquisition proposal.
For instance, the issuance of a series of Preferred Stock might impede a
business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best interests
of the Stockholders of the Company, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
market price of such stock. The Board of Directors does not at present intend to
seek stockholder approval prior to any issuance of currently authorized stock,
unless otherwise required by law or stock exchange rules. The Company has no
present plans to issue any preferred stock.
DIVIDENDS
Dividends, if any, will be contingent upon the Company's revenues and earnings,
if any, capital requirements and financial conditions. The payment of dividends,
if any, will be within the discretion of
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the Company's Board of Directors. The Company presently intends to retain all
earnings, if any, for use in its business operations and accordingly, the Board
of Directors does not anticipate declaring any dividends prior to a business
combination.
TRADING OF SECURITIES IN SECONDARY MARKET
The National Securities Market Improvement Act of 1996 limited the authority of
states to impose restrictions upon sales of securities made pursuant to Sections
4(1) and 4(3) of the Securities Act of companies which file reports under
Sections 13 or 15(d) of the Exchange Act. Upon effectiveness of this
Registration Statement, the Company will be required to, and will, file reports
under Section 13 of the Exchange Act. As a result, sales of the Company's Common
Stock in the secondary market by the holders thereof may then be made pursuant
to Section 4(1) of the Securities Act (sales other than by an issuer,
underwriter or broker).
In order to qualify for listing on the Nasdaq SmallCap Market, a company must
have at least (i) net tangible assets of $4,000,000 or market capitalization of
$50,000,000 or net income for two of the last three years of $750,000; (ii)
public float of 1,000,000 shares with a market value of $5,000,000; (iii) a bid
price of $4.00; (iv) three market makers; (v) 300 shareholders and (vi) an
operating history of one year or, if less than one year, $50,000,000 in market
capitalization. For continued listing on the NASDAQ SmallCap Market, a company
must have at least (i) net tangible assets of $2,000,000 or market
capitalization of $35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of 500,000 shares with a market value of
$1,000,000; (iii) a bid price of $1.00; (iv) two market makers; and (v) 300
shareholders.
If the Company does not meet the qualifications for listing on the NASDAQ
SmallCap Market, the Company may apply for quotation of its securities on the
NASD OTC Bulletin Board. In certain cases, the Company may elect to have its
securities initially quoted in the "pink sheets" published by the National
Quotation Bureau, Inc.
POSSIBLE CLASSIFICATION OF REGISTRANT'S SECURITIES AS A "PENNY STOCK"
By virtue of Rule 3a51-1 of the Securities Act of 1934 (the "Act"), if the
Registrant's common stock has a price of less than $5.00 per share, it will be
considered a "penny stock". The prerequisites required of broker-dealers
engaging in transactions involving "penny stocks" have discouraged, or even
barred many brokerage firms from soliciting orders for certain low priced
stocks.
Still further, with respect to the trading of penny stocks, broker-dealers have
an obligation to satisfy certain special sales practice requirements pursuant to
Rule 15g-9 of the Act, including a requirement that they make an individualized
written suitability determination for the purchase and receive the purchaser's
written consent prior to the transaction.
Still even further, such broker-dealers have additional disclosure requirements
as set forth in the Securities Enforcement Act Remedies and Penny Stock Reform
Act of 1990. These disclosure requirements include the requirement for a
broker-dealer, prior to a transaction in a penny stock, to
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deliver a standardized risk disclosure document that provides information about
penny stocks and the risks of the penny stock market.
Still even further, a broker-dealer must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account.
Accordingly, the above penny stock regulations and the associated broker-dealer
requirements will have an adverse effect on the market liquidity of the
Registrant's common stock and the ability of any present and prospective
shareholder investors to sell their securities in the secondary market.
However, regardless of the price of the Registrant's stock, in the event the
Registrant has net tangible assets in excess of $2,000,000 and if the Registrant
has been in continuous operation for less than three (3) years, Rule 3a51-1(g)
of the Act will preclude the Registrant's common stock from being classified as
a "penny stock".
TRANSFER AGENT
It is anticipated that Jersey Transfer of Verona, New Jersey will act as
transfer agent for the Common Stock of the Company.
GLOSSARY
The Company. The corporation whose common stock is the subject of this
Registration Statement.
Exchange Act. The Securities Exchange Act of 1934, as amended.
Securities Act. The Securities Act of 1933, as amended.
PART II
ITEM 1 - MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
There is no public trading market for the Registrant's common stock. As of
January 31, 2000, there were 10,000,000 of shares of the Registrant's common
stock issued and outstanding. As of the date of this filing, there were NO
un-issued shares of Registrant's common stock available for sale pursuant to
Rule 144 under The Securities Act.
HOLDERS
The Registrant has approximately 43 common stock shareholders.
-12-
<PAGE> 15
ITEM 2 - LEGAL PROCEEDINGS
The Company's officers and directors are aware of no threatened or pending
litigation which would have a material, adverse affect on the Company.
ITEM 3 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
ITEM 4 - RECENT SALES OF UNREGISTERED SECURITIES
(a) RECENT SALES: The Registrant has the following stock issuances
as described below. All such shares were sold by the officers
and directors of the Registrant and no underwriters were
utilized.
1. On December 14, 1999, 5,000 shares of common stock were
issued for a total offering of $5,000.00.
2. On December 15, 1999, 5,000 shares of common stock were
issued for a total offering of $5,000.00.
3. On December 20, 1999, 10,000 shares of common stock were
issued for a total offering of $10,000.00.
4. On December 22, 1999, 10,000 shares of common stock were
issued for a total offering of $10,000.00.
5. On January 31, 2000, 5,000 shares of common stock were issued
for a total offering of $5,000.00.
(b) EXEMPTIONS FROM REGISTRATION: With respect to the issuance of
the 35,000 shares listed in Item 4 (a) 1 thruough 5, such issuances were made in
reliance on the private placement exemptions provided by Section 4 (2) of the
Securities Act of 1933 as amended, (the "Act"), SEC Regulation D and Rule 504 of
the Act.
In each instance, each of the share purchasers had access to sufficient
information regarding the Registrant so as to make an informed investment
decision. More specifically, each purchaser signed a written Subscription
Agreement with respect to their financial status and investment sophistication
wherein they warranted and represented, among other things, the following:
(a) That they had the ability to bear the economic risks of
investing in the shares of the Registrant.
(b) That they had sufficient knowledge in financial, business or
investment matters to evaluate the merits and risks of the
investment.
-13-
<PAGE> 16
(c) That they had a certain net worth sufficient to meet the
suitability standards of the Registrant.
(d) That the Registrant has made available to them, his counsel and
his advisors, the opportunity to ask questions and that they
have been given access to any information, documents, financial
statements, books and records relative to the Registrant and an
investment in the shares of the Registrant.
ITEM 5 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's By-Laws limit the liability of its directors to the fullest
extent permitted by New Jersey corporate securities law. Specifically, directors
of the Company will not be personally liable for the monetary damages for breach
of fiduciary duty as directors, except liability for (i) any breach of the duty
of loyalty to the Company or its shareholders, (ii) acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) dividends or other distributions of corporate assets that are in
contravention of certain statutory or contractual restrictions, (iv) violations
of certain securities laws, or (v) any transaction from which the director
derives an improper personal benefit. Liability under federal securities law is
not limited by the Articles.
PART F/S
The following financial statements are submitted pursuant to the information
required by Item 310 of Regulation S-B.
FINANCIAL STATEMENTS
-14-
<PAGE> 17
PART III
ITEM 1 - INDEX TO EXHIBITS
The exhibits listed and described below in Item 2 are filed herein as the part
of this Registration Statement.
ITEM 2 - DESCRIPTION OF EXHIBITS
The following documents are filed herein as Exhibit Numbers 2, 3, 5, 6 and 7 as
required by Part II of Form 1-A:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
3. Charter and By-Laws
3.1. Certification of Incorporation of Wall Street Web, Inc.
3.2 Certificate of Amendment to the Certificate of Incorporation of Wall
Street Web, Inc.
3.3 By-Laws of Wall Street Web, Inc.
4. None Instruments Defining the Rights of Security Holders
15. Letter Re: Unaudited Interim Financial Information
15.1 Accountant's Compilation Report dated February 2, 2000, regarding Wall
Street Web, Inc.'s Balance Sheet, Statement of Income, Retained
Earnings and Cash Flows for the eight months ending
December 31, 1999.
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
Registrant caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
WALL STREET WEB, INC.
Dated: February 25, 2000 By /s/ JOHN RUELA
--------------------------------------
John Ruela, President
-15-
<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
WALL STREET WEB, INC.
THIS IS TO CERTIFY THAT there is hereby organized a corporation under and by
virtue of N.J.S.A. 14A:1-1 et seq. the "New Jersey Business Corporation Act."
1. The name of the corporation is: WALL STREET WEB, INC.
2. The address (and zip code) of this corporation's initial
registered office is:
2 Johnsvale Road
Park Ridge, New Jersey 07656
and the name of this corporation's initial registered agent at such address is:
Thomas Melillo
3. The purposes for which this corporation is organized are:
To engage in any activity within the purposes of which corporations may be
organized under the "New Jersey Business Corporation Act." U.S.A. 14A;1-1 et
seq.
To provide an Internet marketing service for the dissemination of financial
information.
To purchase, lease, or otherwise acquire, so far as permitted by law, the whole
or any part of the business, goodwill and property of any person, firm,
association, corporation or other entity (whether domestic or foreign) engaged
in a business of the same general or related character as that for which this
corporation is organized, and any other business or real and personal property
of whatever kind wheresoever situated.
To invest in and deal with the monies of the corporation in any manner, and to
acquire by purchase, by the exchange of stock or other securities of they
corporation, by subscription, or otherwise, and to invest in, to hold for
investment, or for any other purpose, and to deal in and use, sell, pledge, or a
otherwise dispose of, any stocks, bonds, notes, debentures and other securities
and obligations of any government, state, municipality, corporation.
association, entity, or partnership, domestic or foreign, and, while owner of
any such stocks, bonds, notes, debentures or other securities or obligations, to
exercise all rights, powers and privileges of ownership, including, among other
things, the right to vote thereon for any and all purposes.
To conduct its business, in whole or in part, and exercise any and all of its
rights and powers, and have one or more offices, both within the State of New
Jersey and in any part of the world, except where otherwise provided to the
contrary by law.
<PAGE> 2
To enter into, make, perform and carry out contracts of every kind for any
lawful purpose, without limit as to amount, with any persons, firm, association,
or corporation or other entity.
To do all things necessary or incidental to the exercise of the powers and
advancement of the business of the corporation, including the promotion of the
efficiency of its personnel and the protection and improvement of its property;
and, in general, to do all things conducive to the accomplishment of the
purposes of the corporation.
In general, to carry on any other business in connection with the foregoing, and
to have and exercise all the powers conferred by the laws of the State of New
Jersey, to do any or all of the things herein set forth, to the same extent as
natural persons might or could do in any part of the world as principals,
agents, contractors, trustees, or otherwise, alone or in an association or
partnership with other persons, firms, or corporations, and to assemble,
prepare, publish and disseminate information pertaining to the general business
purposes as set forth hereinabove.
4. The aggregate number of shares which the corporation shall have
authority to issue is TWO THOUSAND FIVE HUNDRED (2,500) SHARES, NO PAR VALUE.
5. The first Board of Directors of this corporation shall consist of
one Director and the name and address of each person who is to serve as such
Director is:
NAME ADDRESS ZIP CODE
- ---- ------- --------
Thomas Melillo, 2 Johnsvale Road, Park Ridge, N.J. 07656
6. The name and address of each incorporator is:
Thomas Melillo, 2 Johnsvale Road, Park Ridge, N.J. 07656
In Witness Whereof, each individual incorporator, each being over the age of
eighteen years, has signed this Certificate; or if the incorporator be a
corporation, has caused this Certificate to be signed by its authorized
officers, this 25th day of March, 1998.
/s/ THOMAS MELILLO
- ------------------------------------ ------------------------------------
THOMAS MELILLO
- ------------------------------------ ------------------------------------
<PAGE> 1
EXHIBIT 3.2
FILED
DEC 20 1999
State Treasurer
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
- --------------------------------------------------------------------------------
Federal Employer Identification No.: 22-3589086
1. The name of the corporation is: Wall Street Web, Inc.
2. The following amendment to the Certificate of Incorporation was approved by
the Directors and thereafter duly adopted by the shareholders of the
corporation on the 3rd day of December, 1999;
Resolved, that Article 2 of the Certificate of Incorporation be amended to
read as follows:
2. The address (and zipcode) of this corporation's registered office
is
71 Irvington Street
Westwood, New Jersey 07675
Resolved further, that Article 4 of the Certificate of Incorporation be
amended to read as follows:
4. The aggregate number of shares which the corporation shall have
authority to issue is 10,000,000 (Ten Million) shares NO PAR
VALUE;
Resolved further, that the Statements contained in the foregoing
Resolutions shall be deemed as to be included in and be a part of the
Certificate of Incorporation and of the corporation pursuant to the
provisions of the New Jersey Business Corporation Act.
3. The number of the shares outstanding at the time of the adoption of the
amendment was 2,500 (Two Thousand Five Hundred). The total number of shares
entitled to vote thereon was 2,500 (Two Thousand Five Hundred).
<PAGE> 2
4. The number of shares voting for and against such amendment is as follows:
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Voting for Amendment Voting Against Amendment
--------------------- -------------------------
<S> <C>
2,500 None
</TABLE>
WALL STREET WEB, INC.
By: /s/ THOMAS M. JONES
-----------------------
Thomas M. Jones
Vice President
Dated this 18th day of December, 1999
<PAGE> 1
EXHIBIT 3.3
BY-LAWS
ARTICLE I - OFFICES
Section 1. The registered office of the corporation shall be at 71
Irvington Street, Westwood, NJ 07675.
Section 2. The corporation may have such other offices either within or
without the state as the board of directors may designate or as the business of
the corporation may require from time to time.
ARTICLE II - SEAL
Section 1. The corporation seal shall have inscribed thereon the name of
the corporation, the year of its creation and the words "Corporate Seal, New
Jersey".
ARTICLE III - SHAREHOLDERS' MEETINGS
Section 1. All meetings of the shareholders shall be held at the
principal office of the corporation, or at such other place or places, either
within or without the State of New Jersey, as may from time to time be selected
by the board of directors.
Section 2. Annual Meetings: The annual meeting of shareholders, after the
year 1998 shall be held on the fifteenth day of March in each year if not a
legal holiday, and if a legal holiday, then on the next full business day
following at 10:00 o'clock a.m., or on such other day as may
<PAGE> 2
be fixed by the Board, when the shareholders shall elect, by a plurality vote, a
Board of Directors, and transact such other business as may properly be brought
before the meeting.
If the annual meeting for election of directors is not held on the day
designated therefor, the directors shall cause the meeting to be held as soon
thereafter as convenient.
Section 3. Special Meetings: Special meetings of the shareholders may be
called by the President or the Board of Directors, and shall be called at the
request in writing to the President by the holder or holders of not less than
ten percent of all the shares entitled to vote at a meeting.
Section 4. Notice of Shareholders' Meetings: Written notice of the time,
place and purpose or purposes of every meeting of shareholders shall be given
not less than ten or more than sixty days before the date of the meeting, either
personally or by mail, to each shareholder of record entitled to vote at the
meeting, unless a greater period of notice is required by statute in a
particular case.
When a meeting is adjourned to another time or place, it shall not be
necessary to give notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting. However, if after the adjournment
the Board fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the new record
date entitled to notice.
<PAGE> 3
Section 5. Waiver of Notice: Notice of a meeting need not be given to any
shareholder who signs a waiver of such notice, in person or by proxy, whether
before or after the meeting. The attendance of any shareholder at a meeting, in
person or by proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting, shall constitute a waiver of notice by him.
Whenever shareholders are authorized to take any action after the lapse
of a prescribed period of time, the action may be taken without such lapse if
such requirement is waived in writing, in person or by proxy, before or after
the taking of such action, by every shareholder entitled to vote thereon as of
the date of the taking of such action.
Section 6. Action by shareholders Without Meeting:
(1) Any action required or permitted to be taken at a meeting of
shareholders by statute or the Certificate of Incorporation or By-Laws of the
corporation, may be taken without a meeting if all the shareholders entitled to
vote thereon consent thereto in writing, except that in the case of any action
to be taken pursuant to Chapter 10 of the Business Corporation Act (concerning
mergers, etc.), such action may be taken without a meeting only if all
shareholders entitled to vote consent thereto in writing and the corporation
provides to all other shareholders the advance notification required by
paragraph (2)(b) of this section.
(2) Except as otherwise provided in the Certificate of Incorporation and
subject to the provisions of this subsection,
<PAGE> 4
any action required or permitted to be taken at a meeting of shareholders by
this Act, the Certificate of Incorporation, or By-Laws, other than the annual
election of directors, may be taken without a meeting upon written consent of
shareholders who would have been entitled to cast the minimum number of votes
which would be necessary to authorize such action at a meeting at which all
shareholders entitled to vote thereon were present and voting.
(a) If any shareholder shall have the right to dissent from a
proposed action, pursuant to Chapter 11 of the Act, the Board shall fix a date
on which written consents are to be tabulated; in any other case, it may fix a
date for tabulation. If no date is fixed, consents may be tabulated as they are
received. No consent shall be counted which is received more than sixty days
after the date of the Board action authorizing the solicitation of consents or,
in a case in which consents, or proxies for consents, are solicited from all
shareholders who would have been entitled to vote at a meeting called to take
such action, more than sixty days after the date of mailing of solicitation of
consents, or proxies for consents.
(b) Except as provided in paragraph (2)(c), the corporation, upon
receipt and tabulation of the requisite number of written consents, shall
promptly notify all non-consenting shareholders, who would have been entitled
to notice of a meeting to vote upon such action, of the action consented to, the
proposed effective date of such action, and any condition precedent to such
action. Such notification shall be given at least twenty days in advance of the
proposed effective date of
<PAGE> 5
such action in the case of any action taken pursuant to Chapter 10 of the Act,
and at least ten days in advance in the case of any other action.
(c) The corporation need not provide the notification required to
be given by paragraph (2)(b) if it
(i) solicits written consents or proxies for consents from
all shareholders who would have been entitled to vote at a meeting called
to take action, and at the same time gives notice of the proposed action
to all other shareholders who would have been entitled to notice of a
meeting called to vote upon such action;
(ii) advises all shareholders, if any, who are entitled to
dissent from the proposed action, as provided in Chapter 11 of the Act,
of their right to do so and to be paid the fair value of their shares;
and
(iii) fixes a date for tabulation of consents not less
than twenty days, in the case of any proposed action to be taken pursuant
to Chapter 10 of the Act, or not less than ten days in the case of any
other proposed action, and not more than sixty days after the date of
mailing of solicitation of consents or proxies for consents.
(d) Any consent obtained pursuant to paragraph (2)(c) may be
revoked at any time prior to the day fixed for tabulation of consents. Any other
consent may be revoked at any time prior to the day on which the proposed action
could be taken upon compliance with paragraph (2)(b). The revocation must be in
writing and be received by the corporation.
<PAGE> 6
(3) Whenever action is taken pursuant to subsection (1) or (2), the
written consents of the shareholders consenting thereto or the written report of
inspectors appointed to tabulate such consents shall be filed with the minutes
or proceedings of shareholders.
In case the corporation is involved in a merger, consolidation or other
type of acquisition or disposition regulated by Chapters 10 and 11 of the Act,
the pertinent provisions of the statute should be referred to and strictly
complied with.
Section 7. Fixing Record Date:
(1) The Board may fix, in advance, a date as the record date for
determining the corporation's shareholders with regard to any corporate action
or event and, in particular, for determining the shareholders who are entitled
to
(a) notice of or to vote at any meeting of shareholders of
any adjourned thereof;
(b) give a written consent to any action without a
meeting; or
(c) receive payment of any dividend or allotment of any
right.
The record date may in no case be more than sixty days prior to the
shareholders' meeting or other corporate action or event to which it relates.
The record date for a shareholders' meeting may not be less than ten days
before the date of the meeting. The record date to determine shareholders to
give a written consent may not be more than sixty days before the date fixed
for tabulation of the consents or, if no date has been fixed for tabulation,
more than sixty days before the last day on which
<PAGE> 7
consents received may be counted.
(2) If no record date is fixed,
(a) the record date for a shareholders' meeting shall be
the close of business on the day next proceeding the day on which notice
is given, or, if no notice is given, the day next preceding the day on
which the meeting is held; and
(b) the record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the
resolution of the Board relating thereto is adopted.
(3) When a determination of shareholders of record for a shareholders'
meeting has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board fixes a new record date under
this section for the adjourned meeting.
Section 8. Voting Lists: The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. A list required by this section may consist of cards arranged
alphabetically or any equipment which permits the visual display of such
information. Such list shall be arranged (a) alphabetically within each class,
series or group of shareholders maintained by the corporation for convenience of
the reference, with the address of and the number of shares held by, each
shareholder; (b) be produced at the time and place of the
<PAGE> 8
meeting; (c) be subject to the inspection of any shareholder for reasonable
periods during the meeting; (d) and be prima facie evidence as to who are the
shareholders entitled to examine such list or to vote at any meeting.
If the requirements of this section have not been complied with, the
meeting shall, on demand of any shareholder in person or by proxy, be adjourned
until the requirements are complied with. Failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting prior to the making of any such demand.
Section 9. Quorum: Unless otherwise provided in the Certificate of
Incorporation or by statute, the holders of shares entitled to cast a majority
of the votes at a meeting shall constitute a quorum at such meeting. The
shareholders present in person or by proxy at a duly organized meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
Whenever the holders of any class or series of shares are entitled to
vote separately on a specified item of business, the provisions of this section
shall apply in determining the presence of a quorum of such class or series for
the transaction of such specified item of business.
Section 10. Voting: Each holder of shares with voting rights shall be
entitled to one vote for each such share registered in his name, except as
otherwise provided in the Certificate of Incorporation. Whenever any action,
other than the election of directors, is to be taken by vote of the
shareholders, it shall be authorized by a majority of the votes
<PAGE> 9
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon, unless a greater plurality is required by the Certificate of
Incorporation.
Every shareholder entitled to vote at a meeting of shareholders or to
express consent without a meeting may authorize another person or persons to act
for him by proxy. Every proxy shall be executed in writing by the shareholder or
his agent, except that a proxy may be given by a shareholder or his agent by
telegram or cable or by any means of electronic communication which results in a
writing. No proxy shall be valid for more than eleven months unless a longer
period is expressly provided therein. A proxy shall be revocable at will unless
the proxy states that it is irrevocable and is coupled with an interest either
in the stock itself or in the corporation and in particular and without
limitation, if it is held by a pledgee, a person who has purchased or agreed to
purchase the shares, a creditor who is given the proxy in consideration of the
extension of credit to the corporation, a person who has agreed to perform
services as an employee, or a person designated pursuant to the terms of an
agreement as to voting between two or more shareholders. An irrevocable proxy
becomes revocable when the interest which supports the proxy has terminated. The
grant of a later proxy revokes any earlier proxy unless the earlier proxy is
irrevocable. A proxy shall not be revoked by the death or incapacity of the
shareholder, but the proxy shall continue to be in force until revoked by the
personal representative or guardian of the shareholder. The presence at any
meeting of any
<PAGE> 10
shareholder who has given a proxy does not revoke the proxy unless the
shareholder files written notice of the revocation with the secretary of the
meeting prior to the voting of the proxy or votes the shares subject to the
proxy by written ballot.
Section 11. Elections of Directors: At each election of directors every
shareholder entitled to vote at such election shall have the right to vote the
number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote. Directors shall be
elected by a plurality of the votes cast at the election, except as otherwise
provided by the Certificate of Incorporation.
Elections of directors need not be by written ballot unless a shareholder
demands election by ballot at the election and before voting begins.
Section 12. Inspections of Election: The Board may, in advance or any
shareholders' meeting, or the tabulation of written consents of the shareholders
without a meeting, appoint one or more inspectors to act at the meeting or any
adjournment thereof or to tabulate such consents and make a writing thereof. If
inspections to act at any meeting of shareholders are not so appointed or shall
fail to qualify, the person presiding at a shareholders' meeting may, and on the
request of any shareholder entitled to vote thereat, shall, make such
appointment.
Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability. No person shall be
elected a director in an election for which he has served as an inspector.
<PAGE> 11
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation shall be managed
by or under the direction of its Board of Directors, _____ in number. A director
shall be at least eighteen years of age and need not be a United States citizen
or a resident of this state or a shareholder in this corporation. The Directors
named in the Certificate of Incorporation shall hold office until the first
annual meeting of shareholders, and until their successors shall have been
elected and qualified. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term of one year and until his successor shall have been elected and
qualified.
Section 2. First Meeting After Election: After the election of the
directors, the newly elected Board may meet at such place and time as shall be
fixed by the vote of the shareholders at the annual meeting, for the purpose of
organization and otherwise, and no notice of such meeting shall be necessary to
the newly elected directors in order to legally constitute the meeting; provided
a majority of the whole Board shall be present; or such place and time may be
fixed by the consent in writing of the directors.
Section 3. Regular Meetings: Regular meetings of the Board shall be held
without notice on the _________________ at ______ o'clock ______, at the
registered office of
<PAGE> 12
the corporation, or at such other time and place as shall be determined by the
Board.
Section 4. Quorum: Each director shall have one vote at a meeting of the
board or at meetings of board committees unless the Certificate of Incorporation
provides the director is entitled to more than one vote pursuant to a provision
in the Certificate of Incorporation.
The participation of directors with a majority of the votes of the entire
board, or of any committee thereof, shall constitute a quorum for the
transaction of business, unless the Certificate of Incorporation provides that a
greater or lesser proportion shall constitute a quorum, which in no case shall
be less than one-third of the entire board or committee.
Any action approved by a majority of the votes of directors present at a
meeting at which a quorum is present shall be the act of the board or of a
committee of the board, unless the act, or the Certificate of Incorporation,
requires a greater proportion, including a unanimous vote.
Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the Board or any committee thereof, may be taken without a
meeting if, prior or subsequent to such action, all members of the Board or of
such committee, as the case may be, consent thereto in writing and such written
consents are filed with the minutes of the proceedings of the Board or
committee.
Where appropriate communication facilities are reasonably available, any
or all directors shall have the right to
<PAGE> 13
participate in all or any part of a meeting of the board or committee of the
board by means of conference telephone or any means of communication by which
all persons participating in the meeting are able to hear each other.
Section 5. Special Meetings: Special meetings of the board may be called
by the President on _____ day notice to each director, either personally or by
mail; special meetings may be called in like manner and on like notice, on the
written request of any director.
Section 6. Waiver of Notice: Notice of any meeting need not be given to
any director who signs a waiver of notice, whether before or after the meeting.
The attendance of any director at a meeting without protesting prior to the
conclusion of the meeting the lack of notice of such meeting shall constitute a
waiver of notice by him. Neither the business to be transacted at, nor the
purposes of, any meeting of the board need be specified in the notice or waiver
of notice of such meeting. Notice of an adjourned meeting need not be given if
the time and place are fixed at the meeting adjourning and if the period of
adjournment does not exceed ten days in any one adjournment.
Section 7. Powers of Directors: The board of directors shall have the
full power of management of the business of the corporation. In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the board
may exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by these by-laws directed or required to be
exercised or done by the shareholders.
Section 8. Compensation of Directors: The board, by the
<PAGE> 14
affirmative vote of a majority of directors in office and irrespective of any
personal interest of any of them, shall have authority to establish reasonable
compensation of directors for services to the corporation as directors, officers
or otherwise.
Section 9. Executive Committee: If deemed advisable, the board of
directors, by resolution adopted by a majority of the entire board, may appoint
from among its members an executive committee and one or more other committees,
each of which shall have one or more members. Each committee shall have and
exercise all the authority of the board, except that no such committee shall
make, alter or repeal any by-law of the corporation; elect or appoint any
director, or remove any officer or director; submit to shareholders any action
that requires shareholder approval; or amend or repeal any resolution
theretofore adopted or repealable only by the board.
Actions taken at a meeting of any such committee shall be reported to the
board at its next meeting following such committee meeting; except that, when
the meeting of the board is held within two days after the committee meeting,
such report shall, if not made at the first meeting, be made to the board at its
second meeting following such committee meeting.
One or more or all directors of the corporation may be removed for cause
or unless otherwise provided in the Certificate of Incorporation, without cause
by the shareholders by the affirmative vote of the majority of the votes cast by
the holders of shares entitled to vote for the election of directors, except in
any case where cumulative voting is authorized, if less than
<PAGE> 15
the total number of director then serving on the board is to be removed by the
shareholders, no one of the directors may be so removed if the votes cast
against his removal would be sufficient to elect him if then voted cumulatively
at an election of the entire board; or a director elected by a class vote may be
removed only by a class vote of the holders of shares entitled to vote for his
election; or if the Certificate of Incorporation requires a greater vote than a
plurality of the votes cast for the election of directors, no director may be
removed except by the greater vote required to elect him and shareholders of a
corporation whose board of directors is classified as provided in 14A:6-4(1)
shall not be entitled to remove directors without cause.
ARTICLE V - OFFICERS
Section 1. The officers of the corporation shall consist of a President,
a Secretary, a Treasurer, and, if desired, a Chairman of the Board, one or more
Vice Presidents, and such other officers as may be required. They shall be
annually elected by the board of directors and shall hold office for one year
and until successors are elected and have qualified, subject to earlier
termination by removal or resignation. The board may also choose such employees
and agents as it shall deem necessary, who shall hold their offices for such
terms and shall have such authority and shall perform such duties as from time
to time shall be prescribed by the board.
Any two or more offices may be held by the same person but no officer
shall execute, acknowledge, or verify any instrument
<PAGE> 16
in more than one capacity if such instrument is required by law or by these
by-laws to be executed, acknowledged, or verified by two or more officers.
Section 2. Salaries: The salaries of all officers, employees and agents
of the corporation shall be fixed by the board of directors.
Section 3. Removal: Any officer elected by the board of directors may be
removed by the board with or without cause. An officer elected by the
shareholders may be removed, with or without cause, only by vote of the
shareholders but his authority to act as an officer may be suspended by the
board for cause.
Section 4. President: The President shall be the chief executive officer
of the corporation; he shall preside at all meetings of shareholders and
directors; he shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the board are carried
into effect, subject, however, to the right of the directors to delegate any
specific powers, except such as may be by statute exclusively conferred on the
President, to any other officer or officers of the corporation. He shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation. He shall be EX-OFFICIO a member of all committees, and shall have
general powers and duties of supervision and management usually vested in the
office of President of a corporation.
Section 5. Vice President: The Vice President, if one has been appointed,
shall be vested with all the powers and be
<PAGE> 17
required to perform all duties of the President in his absence.
Section 6. Chairman of the Board: The Chairman of the Board, if one has
been appointed, shall exercise such powers and perform such duties as shall be
provided in the resolution proposing that a Chairman of the Board be elected.
Section 7. Secretary: The Secretary shall keep full minutes of all
meetings of the shareholders and directors; he shall be EX-OFFICIO Secretary of
the board of directors; he shall attend all sessions of the board, shall act as
clerk thereof, and record all votes and minutes of all proceedings in a book to
be kept for that purpose; and shall perform like duties for the standing
committees when required. He shall give or cause to be given, notice of all
meetings of the shareholders of the corporation and the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or the President, under whose supervision he shall be.
Section 8. Treasurer: The Treasurer shall keep full and accurate accounts
of the receipts and disbursements in books belonging to the corporation, and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation, in such depositories as may be designated by the
board of directors.
He shall disburse the funds of the corporation as may be ordered by the
board, taking proper vouchers for such disbursements, and shall render to the
President and directors, at regular meetings of the board, or whenever they may
require it, an account of all transactions as Treasurer and of the financial
condition of the corporation, and shall submit a full
<PAGE> 18
financial report at the annual meeting of the shareholders.
ARTICLE VI - VACANCIES
Section 1. Directors: Any directorship not filled at the annual meeting,
any vacancy, however caused, occurring in the Board and newly created
directorships resulting from an increase in the authorized number of directors
may be filled by the affirmative vote of a majority of the remaining directors
even though less than a quorum of the Board, or by a sole remaining director. A
director so elected by the Board shall hold office until his successor shall
have been elected and qualified.
If by reason of death, resignation or other cause the corporation has no
directors in office, any shareholder or the executor or administrator of a
deceased shareholder may call a special meeting of the shareholders for the
election of directors and over his own signature, shall give notice of said
meeting, except to the extent that such notice is waived.
Section 2. Officers: Any vacancy occurring among the officers, however
caused, shall be filled by the Board of Directors.
Section 3. Resignations: Any director or other officer may resign by
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation.
<PAGE> 19
ARTICLE VII - SHARE CERTIFICATES
Section 1. The share certificates of the corporation shall be numbered
and registered in the transfer records of the corporation as they are issued.
They shall bear the corporate seal, or a facsimile thereof, and be signed by the
Section 2. Transfers: All transfers of the shares of the corporation
shall be made upon the books of the corporation by the holders of the shares in
person, or by his legal representatives. Share certificates shall be surrendered
and cancelled at the time of transfer.
Section 3. Loss of Certificates: In the event that a share certificate
shall be lost, destroyed or mutilated, a new certificate may be issued therefor
upon such terms and indemnity to the corporation as the board of directors may
prescribe.
ARTICLE VIII - BOOKS AND ACCOUNTS
Section 1. The corporation shall keep books and records of account and
minutes of the proceedings of the shareholders, board of directors and executive
committee, if any. Such books, records and minutes may be kept outside of this
state. The corporation shall keep at its principal office, its registered
office, or at the office of a transfer agent, a record or records containing the
names and addresses of all shareholders, the number, class, and series of shares
held by each and the dates when they respectively became owners of record
thereof. Any of the foregoing books, minutes or records may be in written form
or
<PAGE> 20
in any other form capable of being converted into readable form within a
reasonable time. The corporation shall convert into readable form without charge
any such records not in such form, upon the written request of any person
entitled to inspect them.
Section 2. Upon the written request of any shareholder, the corporation
shall mail to such shareholder its balance sheet as at the end of the preceding
fiscal year, and its profit and loss and surplus statement for such fiscal year.
Section 3. Inspection: Any person who shall have been a shareholder of
record of the corporation for at least six months immediately preceding his
demand, or any person holding, or so authorized in writing by the holders of, at
least five percent of the outstanding shares of any class or series, upon at
least five days' written demand shall have the right for any proper purpose to
examine in person or by agent or attorney, during usual business hours, the
minutes of the proceedings of the shareholders and record of shareholders and to
make extracts therefrom at the places where the same are kept.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. Monetary Disbursements: All checks or demands for money and
notes of the corporation shall be signed by such officer or officers as the
Board of Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year of the corporation shall begin on
the first-day of
Section 3. Dividends: The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation
<PAGE> 21
from time to time and to such extent as they deem advisable, in the manner and
upon the terms and conditions provided by statute and the Certificate of
Incorporation.
Section 4. Reserve: Before payment of any dividend there may be set aside
such sum or sums as the directors, from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies, or for the
equalizing of dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such reserve
in the manner in which it was created.
Section 5. Giving Notice: Whenever written notice is required to be given
to any person, it may be given by personal delivery to the person to whom it is
directed or by sending a copy thereof by mail or certified mail. If notice is
given by mail, the notice shall be deemed to be given when deposited in the mail
addressed to the person to whom it is directed at his last address as it appears
on the records of the corporation, with postage prepaid thereon. Such notice
shall specify the place, day and hour of the meeting and, in the case of a
shareholders' meeting, the general nature of the business to be transacted. In
computing the period of time for the giving of any notice required or permitted
by statute, or by the Certificate of Incorporation or by these by-laws or any
resolution of the board of directors or shareholders, the day on which the
notice is given shall be excluded, and the day on which the matter noticed is to
occur shall be included.
<PAGE> 22
Section 6. Loans to Officers or Employees: The corporation may lend money
to, or guarantee any obligation of, or otherwise assist, any officer or other
employee of the corporation or of any subsidiary, wherever it may reasonably be
expected to benefit the corporation. If the officer or employee is also a
director of the corporation, such loan, guarantee or assistance, unless pursuant
to a plan adopted by the shareholders in accordance with the provisions of
Chapter 8 of the act (Employee Benefit Plans), shall be authorized by a majority
of the entire board of directors. The loan, guarantee or other assistance may be
made with or without interest, and may be unsecured, or secured in such manner
as the board shall approve, including, without limitation, a pledge of shares of
the corporation, and may be made upon such other terms and conditions as the
board may determine.
Section 7. Disallowed Compensation: Any payments made to an officer or
employee of the corporation such as a salary, commission, bonus, interest, rent,
travel or entertainment expense incurred by him, which is disallowed by the
Internal Revenue Service, shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall be the duty of the
directors, as a board, to enforce payment of each such amount disallowed. In
lieu of payment by the officer or employee, subject to the determination of the
directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the corporation has been recovered.
<PAGE> 23
ARTICLE X - INDEMNIFICATION
Section 1. Indemnification of Directors and Officers: To the full extent
permitted by the laws of the state of New Jersey, as they exist on the date
hereof or as they may hereafter be amended, the corporation shall indemnify any
person who is or was a director, officer, employee or other agent of the
corporation or of any constituent corporation absorbed by this corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise serving as such at the
request of the corporation, or of any such constituent corporation, or the legal
representative of any such director, officer, trustee, employee or agent, (an
"indemnitee") who was or is involved in any manner (including without
limitation, as a party or witness) in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, legislative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Corporation
to procure a judgment in its favor) (a "Proceeding"), or who is threatened with
being so involved, by reason of the fact that he or she was a director or
officer of the Corporation or, while serving as a director or officer of the
Corporation, is or was at the request of the Corporation also serving as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including, without limitation, any employee
benefit plan), against all expenses (including attorneys' fees), judgments,
fines, penalties, excise
<PAGE> 24
taxes and amounts paid in settlement and reasonably incurred by the Indemnitee
in connection with such Proceeding, provided that, there shall be no
indemnification hereunder with respect to any settlement or other nonadjudicated
disposition of any threatened or pending Proceeding unless the Corporation has
given its prior consent to such settlement or disposition. The right of
indemnification created by this Article shall be a contract right enforceable by
an Indemnitee against the Corporation, and it shall be exclusive of any other
rights to which an Indemnitee may otherwise be entitled. The provisions of this
Article shall inure to the benefit of the heirs and legal representatives of an
Indemnitee and shall be applicable to proceedings commenced or continuing after
the adoption of this Article, whether arising from acts or omissions occurring
before or after such adoption. No amendment, alteration, change or repeal of or
to these By-Laws shall deprive any Indemnitee of any rights under this Article
with respect to any act or omission of such Indemnitee occurring prior to such
amendment, alteration, change, addition or repeal.
ARTICLE XI - RELIANCE ON CORPORATE RECORDS BY DIRECTORS
Section 1. Liability of Directors; Reliance on Corporate Records:
Directors and members of any committee designated by the Board shall discharge
their duties in good faith and with that degree of diligence, care and skill
which ordinarily prudent people would exercise under similar circumstances in
like positions. In discharging their duties, directors and members of any
committee designated by the Board shall not be liable if,
<PAGE> 25
acting in good faith, they rely upon the opinion of counsel for the corporation
or upon written reports setting forth financial data concerning the corporation
and prepared by an independent public accountant or certified public accountant
or firm of such accountants or upon financial statements, books of accounts or
reports of the corporation represented to them to be correct by the President,
the officer of the corporation having charge of its books of account, or the
person presiding at a meeting of the board, or upon written reports of
committees of the board.
ARTICLE XII - EMPLOYEE BENEFIT PLANS
Section 1. Employee benefit plans may be adopted, amended or terminated
by the board, a committee of the board, or officers to whom the responsibility
has been designated. Notwithstanding the foregoing any plan for the issuance of
shares shall be initially adopted by the board or any committee thereof.
ARTICLE XIII - AMENDMENTS
Section 1. The board of directors shall have the power to make, alter and
repeal these By-Laws, but By-Laws made by the board may be altered or repealed,
and new By-Laws may be made, by the shareholders.
<PAGE> 1
EXHIBIT 15
STEPHEN R. RUSSO
----------
- CERTIFIED PUBLIC ACCOUNTANT -
----------
MEMBER
American Institute of Certified Public Accountants
New York State Society of Certified Public Accountants
ACCOUNTANTS' COMPILATION REPORT
BOARD OF DIRECTORS
WALL STREET WEB, INC.
PARK RIDGE, NEW JERSEY
We have compiled the accompanying balance sheet of Wall Street Web, Inc. as of
December 31, 1999 and the related statements of income and retained earnings and
cash flows for the eight months then ended, and the supplementary information
contained in the schedules of cost of services provided and operating expenses,
which are presented only for supplementary analysis purposes, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements and
supplementary schedules, information that is the representation of management.
We have not audited or reviewed the accompanying financial statements and
supplementary schedules and, accordingly, we do not express such an opinion or
any other form of assurance.
/s/ [Signature Illegible]
- ---------------------------------
February 2, 2000
<PAGE> 2
WALL STREET WEB, INC.
TABLE OF CONTENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ACCOUNTANT'S COMPILATION REPORT 1
FINANCIAL STATEMENTS:
Balance Sheet 2
Statement of Income and Retained Earnings 3
Statement of Cash Flows 4
Notes to the Financial Statements 6-7
SUPPLEMENTARY SCHEDULES:
Schedule of Cost of Services Provided 5
Schedule of Operating Expenses 5
</TABLE>
-- STEPHEN R. RUSSO - CERTIFIED PUBLIC ACCOUNTANT --
<PAGE> 3
WALL STREET WEB, INC.
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash $ 9,475.
Property, Plant and Equipment
(Net of Accumulated Depreciation
and Amortization of $11,761) 35,242.
--------
TOTAL ASSETS $44,717.
========
LIABILITIES and STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ 0.
LONG TERM LIABILITIES 0.
--------
TOTAL LIABILITIES $ 0.
STOCKHOLDERS' EQUITY
Capital Stock $ 1,000.
Paid in Capital 31,778.
Retained Earnings 11,939.
--------
TOTAL STOCKHOLDERS' EQUITY $44,717.
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $44,717.
========
</TABLE>
See Accountants' Compilation Report and Notes to the Financial Statements.
-2-
-- STEPHEN R. RUSSO - CERTIFIED PUBLIC ACCOUNTANT --
<PAGE> 4
WALL STREET WEB, INC.
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE EIGHT MONTHS ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
NET SALES $142,092.
Less: Cost of Services Provided 45,674.
---------
GROSS PROFIT $ 96,418.
Less: Operating Expenses 26,377.
---------
NET INCOME FROM OPERATIONS $ 70,041.
OTHER EXPENSES
Depreciation and Amortization 3,234.
Officers Salary & Related Taxes 55,265.
---------
TOTAL OTHER EXPENSES 58,499.
NET INCOME $ 11,542.
Retained Earnings, Beginning 397.
---------
RETAINED EARNINGS, ENDING $ 11,939.
=========
</TABLE>
See Accountants' Compilation Report and Notes to the Financial Statements.
-3-
-- STEPHEN R. RUSSO - CERTIFIED PUBLIC ACCOUNTANT --
<PAGE> 5
WALL STREET WEB, INC.
STATEMENT OF CASH FLOWS
FOR THE EIGHT MONTHS ENDED DECEMBER 31, 1999
<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 11,542.
Depreciation and Amortization 3,234.
---------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 14,776.
CASH FLOWS FROM INVESTING ACTIVITIES:
Contribution to Paid in Capital $ 6,759.
Acquisition of Property, Plant and Equipment (38,476.)
---------
NET CASH USED IN INVESTING ACTIVITIES (31,717.)
---------
Net Decrease in Cash $(16,941.)
Cash at Beginning of Year 26,416.
---------
CASH AT END OF YEAR $ 9,475.
=========
</TABLE>
See Accountants' Compilation Report and Notes to the Financial Statements.
-4-
-- STEPHEN R. RUSSO - CERTIFIED PUBLIC ACCOUNTANT --
<PAGE> 6
WALL STREET WEB, INC.
SCHEDULES OF COST OF SERVICES PROVIDED AND OPERATING EXPENSES
FOR THE EIGHT MONTHS ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
COST OF SERVICES PROVIDED:
Marketing and Advertising $22,335.
Fax Service 4,503.
Commissions 11,325.
Internet Access Fees 7,511.
--------
TOTAL COST OF SERVICES PROVIDED $45,674.
========
OPERATING EXPENSES:
Repairs and Maintenance $ 171.
Rents 3,500.
Gifts 440.
Interest 462.
Automobile & Travel 5,708.
Bank Fees 3,651.
Dues and Subscriptions 1,378.
Office 2,465.
Telephone 6,382.
Utilities 845.
Professional Fees 1,375.
--------
TOTAL OPERATING EXPENSES $26,377.
========
</TABLE>
See Accountants' Compilation Report and Notes to the Financial Statements.
-5-
-- STEPHEN R. RUSSO - CERTIFIED PUBLIC ACCOUNTANT --
<PAGE> 7
WALL STREET WEB, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A) OPERATIONS:
Wall Street Web, Inc. (The Corporation) provides Internet access relating
to the financial world.
B) FINANCIAL STATEMENTS:
The accompanying Financial Statements have been prepared based upon the
cash basis of accounting. Under this method revenue is recognized when
received and the related expenses are recorded when paid.
C) PLANT AND EQUIPMENT - DEPRECIATION:
Plant and Equipment are stated at cost. Depreciation is calculated using
the accelerated methods over the estimated useful lives of the related
assets.
Estimated useful lives are as follows:
<TABLE>
<CAPTION>
No. Of Years
------------
<S> <C>
Leasehold Improvements 31.5
Equipment 5-7
Furniture and Fixtures 7-10
Vehicles 5
Machinery and Tools 5-7
</TABLE>
-6-
-- STEPHEN R. RUSSO - CERTIFIED PUBLIC ACCOUNTANT --
<PAGE> 8
WALL STREET WEB, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
D) CASH EQUIVALENTS:
For the purpose of the Statement of Cash Flows, The Corporation considers
all cash items with a maturity of three months or less to be cash and
cash equivalents.
E) USE OF ESTIMATES:
The preparation of the financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NOTE 2 - CASH:
Cash for December 31, 1999 consist of the following:
<TABLE>
<S> <C>
CHECKING $9,475.00
</TABLE>
-7-
-- STEPHEN R. RUSSO - CERTIFIED PUBLIC ACCOUNTANT --
