U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form for Registration of Securities of Small Business
Issuers
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
SOULAR ENERGY INC
---------------------------
(Name of Small Business Issuer)
GEORGIA 58-2523845
- ----------------- -------------------
(State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification Number
3218 EAST SUNRISE VILLAGE LN.
NORCROSS, GEORGIA 30093
------------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
770-931-6538
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act:
None
Securities to be Registered Under Section 12(g) of the Act:
Common Stock
$.001 Par Value
(Title of Class)
<PAGE>
PART I
ITEM 1.
BUSINESS
FORWARD LOOKING STATEMENTS
In this registration statement references to "SOULAR ENERGY,
INC," "SOULAR ENERGY," "SOULAR" "SOUL," "we," "us," and "our"
refer to SOULAR ENERGY INC.
This Form 10-SB contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
For this purpose any statements contained in this Form 10-SB that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may,"
"will," "expect," "believe," "anticipate," "estimate" or "continue" or
comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks
and uncertainties, and actual results may differ materially depending
on a variety of factors, many of which are not within SOULAR's
control. These factors include but are not limited to economic
conditions generally and in the industries in which SOULAR ENERGY,
INC. may participate; competition within SOULAR's chosen
industry, including competition from much larger competitors;
technological advances and failure by SOULAR ENERGY, INC. to
successfully develop business relationships.
DESCRIPTION OF BUSINESS
Business Development
SOULAR ENERGY, INC. was incorporated on JANUARY 28, 2000 in the state
of Georgia, to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. We have been
in the development stage since inception. SOULAR has not
engaged in any commercial operations. SOULAR does not have
active business operations, and at this time we are considered as a
"Blank Check" company.
We will attempt to locate and negotiate with a business entity for
purposes of combining the target company with us. The combination will
normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will
wish to structure the business combination to be within the definition
of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended. No assurances can be given
that we will be successful in locating or negotiating with any target
company.
Our search for a business opportunity will not be limited to any
particular geographical area or industry. Our management has
unrestricted discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities,
economic conditions and other factors. Our management believes that
companies who desire a public market to enhance liquidity for current
stockholders, plan to raise capital through the public sale of
securities or plan to acquire additional assets through issuance of
securities rather than for cash will be potential
merger or acquisition candidates.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the
exercise of its business judgement. There is no assurance that we will
be able to identify and acquire any business opportunity which will
ultimately prove to be beneficial to our stockholders and us.
<PAGE>
Our activities are subject to several significant risks, which
arise primarily as a result of the fact that we have no specific
business and may acquire or participate in a business opportunity based
on the decision of management which will, in all probability, act
without consent, vote, or approval of our stockholders.
Perceived Benefits
There are certain perceived benefits to being a reporting company
with a class of publicly traded securities. These are commonly thought
to include the following:
*The ability to use registered securities to make acquisitions of
assets or businesses;
*Increased visibility in the financial community;
* The facilitation of borrowing from financial institutions;
* Improved trading efficiency;
* Stockholder liquidity;
* Greater ease in subsequently raising capital;
* Compensation of key employees through stock options for which there
may be a market valuation;
* enhanced corporate image;
* a presence in the United States capital market.
Potential Target Companies
A business entity, if any, which may be interested in a business
combination with us, may include the following:
* a company for which a primary purpose of becoming public is the
use of its securities for the acquisition of assets or businesses;
* a company which is unable to find an underwriter of its securities
or is unable to find an underwriter of securities on terms acceptable
to it;
* a company which wishes to become public with less dilution of
its common stock than would occur upon an underwriting;
* a company which believes that it will be able to obtain
investment capital on more favorable terms after it has become public;
* a foreign company which may be seeking an initial entry into
the United States securities market;
* a special situation company, such as a company seeking a public
market to satisfy redemption requirements under a qualified Employee
Stock Option Plan;
<PAGE>
* a company seeking one or more of the other perceived benefits
of becoming a public company.
A business combination with a target company will normally involve
the transfer to the target company of the majority of our issued and
outstanding common stock, and the substitution by the target company of
its own management and board of directors.
No assurances can be given that we will be able to enter into a
business combination, as to the terms of a business combination, or as
to the nature of the target company.
We are voluntarily filing this Registration Statement with the
Securities and Exchange Commission and are under no obligation to do so
under the Securities Exchange Act of 1934.
RISK FACTORS
Our business is subject to numerous risk factors, including the
following:
No Operating History or Revenue and Minimal Assets. We have had no
operating history and have not had any revenues or earnings from
operations. We have had no significant assets or financial resources.
We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in incurring a net operating loss, which
will increase continuously until we can consummate a business
combination with a target company. There is no assurance that we can
identify such a target company and consummate such a business
combination.
Speculative Nature of Our Proposed Operations. The success of our
proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified target
company. While management will prefer business combinations with
entities having established operating histories, there can be no
assurance that we will be successful in locating candidates meeting
such criteria. In the event that we complete a business combination,
of which there can be no assurance, the success of our operations will
be dependent upon management of the target company and numerous other
factors beyond our control.
Scarcity of and Competition for Business Opportunities and
Combinations. We are and will continue to be an insignificant
participant in the business of seeking mergers with and acquisitions
of business 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 merger or acquisition target
candidates for us. Nearly all such entities have significantly greater
financial resources, technical expertise and managerial capabilities
than we do and, consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully
completing a business combination. Moreover, we will also compete with
numerous other small public companies in seeking merger or acquisition
candidates.
Impracticability of Exhaustive Investigation. Our limited funds and
the lack of full-time management will likely make it impracticable to
conduct a complete and exhaustive investigation and analysis of a
target company. The decision to enter into a business combination,
therefore, will likely be made without detailed feasibility studies,
independent analysis,
<PAGE>
market surveys or similar information which, if we had more funds
available to us, would be desirable. We will be particularly dependent
in making decisions upon information provided by the principals and
advisors associated with the business entity seeking our participation.
No Agreement for Business Combination or Other Transaction--No
Standards for Business Combination. We have no current arrangement,
agreement or understanding with respect to engaging in a business
combination with a specific entity. There can be no assurance that we
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 us. There is no assurance that we will be
able to negotiate a business combination on terms favorable to us. We
have not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria, which
we will require a target company to have achieved, or without which we
would not consider a business combination with such business entity.
Accordingly, we may enter into a business combination with a business
entity having no significant operating history, losses, limited or no
potential for immediate earnings, limited assets, negative net worth or
other negative characteristics.
Continued Management Control, Limited Time Availability. While
seeking a business combination, management anticipates devoting only
a limited amount of time per month to our business. Our sole officer
has not entered into a written employment agreement with us and he is
not expected to do so in the foreseeable future. We have not obtained
key man life insurance on our officer and director. Notwithstanding the
combined limited experience and time commitment of management, loss of
the services of this individual would adversely affect development of
our business and our likelihood of continuing operations.
Conflicts of Interest--General. Our officer and director
participates in other business ventures, which may compete directly
with us. Additional conflicts of interest and non-arms length
transactions may also arise in the future. Management has adopted a
policy that we will not seek a business combination with any entity in
which any member of management serves as an officer, director or
partner, or in which they or their family members own or hold more than
10% ownership interest.
Reporting Requirements May Delay or Preclude Acquisition. Section
13 of the Securities Exchange Act of 1934 (the "Exchange Act") requires
companies subject thereto to provide certain information about
significant acquisitions including audited financial statements for the
company acquired covering one or two years, depending on the relative
size of the acquisition. The time and additional costs that may be
incurred by some target companies to prepare such financial statements
may significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by us. 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 Exchange Act are applicable.
Lack of Market Research or Marketing Organization. We have neither
conducted, nor have others made available to us, market research
indicating that demand exists for the transactions contemplated by us.
Even in the event demand exists for a transaction of the type
contemplated by us, there is no assurance that we will be successful
in completing any such business combination.
<PAGE>
Lack of Diversification. Our proposed operations, even if
successful, will in all likelihood result in our engaging in a business
combination with only one target company. Consequently, our activities
will be limited to those engaged in by the business entity which we
merge with or acquire. Our inability to diversify our activities into a
number of areas may subject us to economic fluctuations within a
particular business or industry and therefore increase the risks
associated with our operations.
Regulation Under Investment Company Act. Although we will be
subject to regulation under the Exchange Act, management believes we
will not be subject to regulation under the Investment Company Act of
1940, insofar as we will not be engaged in the business of investing or
trading in securities. In the event we engage in business
combinations, which result in our holding passive investment interests
in a number of entities, we could be subject to regulation under the
Investment Company Act of 1940. In such event, we would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. We have obtained no
formal determination from the Securities and Exchange Commission as to
our status under the Investment Company Act of 1940 and, consequently,
any violation of such Act could subject us to material adverse
consequences.
Probable Change In Control and Management. A business combination
involving the issuance of our common stock will, in all likelihood,
result in stockholders of a target company obtaining a controlling
interest in us. Any such business combination may require our
stockholders to sell or transfer all or a portion of our common stock
held by them. The resulting change in control will likely result in
removal of our present officer and director and a corresponding
reduction in or elimination of his participation in our future
affairs.
Reduction of Percentage Share Ownership Following Business
Combination of The Company. Our primary plan of operation is based
upon a business combination with a business entity, which, in all
likelihood, will result in our issuing securities to stockholders of
such business entity. The issuance of our previously authorized and
unissued common stock would result in reduction in percentage of shares
owned by our present stockholders and would most likely result in a
change in control or management.
Taxation. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination we 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. We intend to structure any business
combination so as to minimize the federal and state tax consequences to
the target company and us; 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.
Possible Reliance Upon Unaudited Financial Statements. We will
require audited financial statements from any business entity that we
propose to acquire. No assurance can be given, however, that audited
financials will be available to us prior to a business combination. In
cases where audited financials are unavailable, we will have to rely
upon unaudited information that has not been verified by outside
auditors in making our decision to
<PAGE>
engage in a transaction with the business entity. The lack of the type
of independent verification which audited financial statements would
provide in evaluating a transaction with a target company increases our
risk. Additionally we will not have the benefit of full and accurate
information about the financial condition and operating history of the
target company. This risk increases the prospect that a business
combination with such a business entity might prove to be an
unfavorable one for us.
Computer Systems Redesigned for Year 2000. Many existing computer
programs use only two digits to identify a year in such program's date
field. These programs were designed and developed without consideration
of the impact of the change in the century for which four digits will
be required to accurately report the date. If not corrected, many
computer applications could fail or create erroneous results by or
following the year 2000 ("Year 2000 Problem"). The companies or
governments operating such programs may not have corrected many of the
computer programs containing such date language problems. It is
impossible to predict what computer programs will be affected, the
impact any such computer disruption will have on other industries or
commerce, or the severity or duration of a computer disruption.
We do not have operations and do not maintain any computer
systems at this time. Before we enter into any business combination, we
may inquire as to the status of any target company's Year 2000 Problem,
the steps such target company has taken or intends to take to correct
any such problem and the probable impact on such target company of any
computer disruption. However, there can be no assurance that we will
not enter into a business combination with a target company that has an
uncorrected Year 2000 Problem or that any planned Year 2000 Problem
corrections will be sufficient. The extent of the Year 2000 Problem of
a target company may be impossible to ascertain and any impact on us
will likely be impossible to predict.
ITEM 2. PLAN OF OPERATION.
We intend to enter into a business combination with a target
company in exchange for our securities. As of the initial filing date
of this Registration Statement, neither our officer and director nor
any affiliate has engaged in any negotiations with any representative
of any specific entity regarding the possibility of a business
combination with us.
Management anticipates seeking out a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar
persons, the use of one or more World Wide web sites and similar
methods. No estimate can be made as to the number of persons who will
be contacted or solicited. Management may engage in such solicitation
directly or may employ one or more other entities to conduct or assist
in such solicitation. Management and its affiliates may pay referral
fees to consultants and others who refer target businesses for mergers
into public companies in which management and its affiliates have an
interest. Payments are made if a business combination occurs, and may
consist of cash or a portion of our stock retained by management and
its affiliates, or both.
<PAGE>
We have no full time employees. Our president has agreed to
allocate a portion of his time to our activities, without compensation.
The president anticipates that our business plan can be implemented by
his devoting no more than 10 hours per month to our business affairs
and, consequently, conflicts of interest may arise with respect to the
limited time commitment by such officer.
Our Articles of Incorporation provide that we may indemnify our
officers and/or directors for our liabilities, which can include
liabilities arising under the securities laws. Therefore, our assets
could be used or attached to satisfy any liabilities subject to such
indemnification.
General Business Plan
Our purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity, which desires to
seek the perceived advantages of a corporation, which has a class of
securities registered under the Exchange Act. We will not restrict our
search to any specific business, industry, or geographical location and
we may participate in a business venture of virtually any kind or
nature. Management anticipates that it will be able to participate in
only one potential business venture because we have nominal assets and
limited financial resources. This lack of diversification should be
considered a substantial risk to our stockholders because it will not
permit us to offset potential losses from one venture against gains
from another.
We 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.
We anticipate that the selection of a business opportunity in which
to participate will be complex and extremely risky. Management believes
(but has not conducted any research to confirm) that there are business
entities seeking the perceived benefits of a publicly registered
corporation. Such perceived 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, increasing the opportunity to use securities for
acquisitions, providing liquidity for
<PAGE>
stockholders and other factors. Business opportunities may be available
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 difficult and complex.
We have, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
However, management believes we will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling
ownership interest in a public company without incurring the cost and
time required to conduct an initial public offering. Management has not
conducted market research and is not aware of statistical data to
support the perceived benefits of a business combination for the owners
of a target company.
The analysis of new business opportunities will be undertaken by,
or under the supervision of, our officer and director, who is not a
professional business analyst. In analyzing prospective business
opportunities, management may 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 our proposed activities;
the potential for growth or expansion; the potential for profit; the
perceived public recognition or acceptance of products, services, or
trades; name identification; and other relevant factors. This
discussion of the proposed criteria is not meant to be restrictive of
our virtually unlimited discretion to search for and enter into
potential business opportunities.
The Exchange Act requires that any merger or acquisition candidate
comply with certain reporting requirements, which include providing
audited financial statements to be included in the reporting filings
made under the Exchange Act. We will not acquire or merge with any
company for which audited financial statements cannot be obtained at or
within the required period of time after closing of the proposed
transaction.
We may enter into a business combination with a business entity
that desires to establish a public trading market for its shares. A
target company may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with us. 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 stockholders or the inability to obtain an underwriter or to
obtain an underwriter on satisfactory terms.
We will not restrict our search for any specific kind of business
entities, 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 business life. It is impossible to predict at this time
the status of any business in which we 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 perceived advantages which we
may offer.
Our management, which in all likelihood will not be experienced in
matters relating to the business of a target company, will rely upon
its own efforts in accomplishing our business purposes. Following a
business combination we may benefit from the services of others in
regard to accounting, legal services, underwriting and corporate public
relations. If
<PAGE>
requested by a target company, management may recommend one or more
underwriters, financial advisors, accountants, public relations firms
or other consultants to provide such services.
A potential target company may have an agreement with a consultant
or advisor providing that services of the consultant or advisor be
continued after any business combination. Additionally, a target
company may be presented to us only on the condition that the services
of a consultant or advisor are continued after a merger or acquisition.
Such preexisting agreements of target companies for the continuation of
the services of attorneys, accountants, advisors or consultants could
be a factor in the selection of a target company.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition,
we may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. On
the consummation of a transaction, it is likely that the present
management and our stockholders will no longer be in our control. In
addition, it is likely that our officer and director will, as part of
the terms of the acquisition transaction, resign and be replaced by one
or more new officers and directors.
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 our
transaction, we 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, it will be undertaken by the
surviving entity after we have entered into an agreement for a business
combination or have consummated a business combination and we are no
longer considered a blank check company. The issuance of additional
securities and their potential sale into any trading market which may
develop in our securities may depress the market value of the our
securities in the future if such a market develops, of which there
is no assurance.
While the terms of a business transaction to which we may be a
party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable
event and thereby structure the acquisition in a tax-free
reorganization under Sections 351 or 368 of the Internal Revenue Code
of 1986, as amended.
With respect to negotiations with a target company, management
expects to focus on the percentage of the Company which target company
stockholders would acquire in exchange for their stockholdings in the
target company. Depending upon, among other things, the target
company's assets and liabilities, our stockholders will in all
likelihood hold a substantially lesser percentage ownership interest in
the Company following any merger or acquisition. The percentage of
ownership may be subject to significant reduction in the event we
acquire a target company with substantial assets. Any merger or
acquisition effected by us can be expected to have a significant
dilutive effect on the percentage of shares held by our stockholders at
such time.
We will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto,
will specify
<PAGE>
certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after
such closing and will include miscellaneous other terms.
We will not enter into a business combination with any entity,
which cannot provide audited financial statements at or within the
required period of time after closing of the proposed transaction. We
are subject to all of the reporting requirements included in the
Exchange Act. Included in these requirements is our duty to file
audited financial statements as part of or within 60 days following
the due date for filing our Form 8-K which is required to be filed with
the Securities and Exchange Commission within 15 days following the
completion of the business combination. If such audited financial
statements are not available at closing, or within time parameters
necessary to insure our compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not
conform to the representations made by the target company, the closing
documents may provide that the proposed transaction will be voidable at
the discretion of our present management.
Management has orally agreed that it will advance to us any
additional funds, which we need for operating capital and for costs in
connection with searching for or completing an acquisition or merger.
Such advances will be made without expectation of repayment. There is
no minimum or maximum amount management will advance to us. We will not
borrow any funds to make any payments to our management, its
affiliates or associates.
The Board of Directors has passed a resolution which contains a
policy that the we will not seek a business combination with any entity
in which our officer, director, stockholders or any affiliate or
associate serves as an officer or director or holds an ownership
interest greater than ten percent (10%).
Undertakings and Understandings Required of Target Companies
As part of a business combination agreement, we intend to obtain
certain representations and warranties from a target company as to its
conduct following the business combination. Such representations and
warranties may include (i) the agreement of the target company to make
all necessary filings and to take all other steps necessary to remain a
reporting company under the Exchange Act (ii) imposing certain
restrictions on the timing and amount of the issuance of additional
free-trading stock, including stock registered on Form S-8 or issued
pursuant to Regulation S and (iii) giving assurances of ongoing
compliance with the Securities Act, the Exchange Act, the General Rules
and Regulations of the Securities and Exchange Commission, and other
applicable laws, rules and regulations.
A prospective target company should be aware that the market price
and volume of its securities, when and if listed for secondary trading,
may depend in great measure upon the willingness and efforts of
successor management to encourage interest in the Company within the
United States financial community. We do not have the market support of
an underwriter that would normally follow a public offering of our
securities. Initial market makers are likely to simply post bid and
asked prices and are unlikely to take positions in our securities for
their own account or customers without active encouragement and a basis
for doing so. In addition, certain market makers may take short
positions in our securities,
<PAGE>
which may result in a significant pressure on the market price of our
securities. We may consider the ability and commitment of a target
company to actively encourage interest in its securities following a
business combination in deciding whether to enter into a transaction
with such company.
A business combination with us separates the process of becoming a
public company from the raising of investment capital. As a result, a
business combination with us normally will not be a beneficial
transaction for a target company whose primary reason for becoming a
public company is the immediate infusion of capital. We may require
assurances from the target company that it has or that it has a
reasonable belief that it will have sufficient sources of capital to
continue operations following the business combination. However, it is
possible that a target company may give such assurances in error, or
that the basis for such belief may change as a result of circumstances
beyond the control of the target company.
Prior to completion of a business combination, we will generally
require that we be provided with written materials regarding the target
company containing such items as a description of products, services
and company history; management resumes; financial information;
available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of
existing patents, trademarks, or service marks, or rights thereto;
present and proposed forms of compensation to management; a description
of transactions between such company and its affiliates during relevant
periods; a description of present and required facilities; an analysis
of risks and competitive conditions; a financial plan of operation and
estimated capital requirements; audited financial statements, or if
they are not available, unaudited financial statements, together with
reasonable assurances that audited financial statements would be able
to be produced within a reasonable period of time not to exceed 75 days
following completion of a business combination; and other information
deemed relevant.
Competition
We will remain an insignificant participant among the firms, which
engage in the acquisition of business opportunities. There are many
established venture capital and financial firms which have
significantly greater financial and personnel resources and technical
expertise than we do. In view of our combined extremely limited
financial resources and limited management availability, we will
continue to be at a significant competitive disadvantage compared to
our competitors.
ITEM 3. DESCRIPTION OF PROPERTY.
We have no properties and at this time have no agreements to
acquire any properties. We currently use the offices of management at
no cost to us. Management has agreed to continue this arrangement until
we complete an acquisition or merger.
ITEM 4.SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known by us to be the
beneficial owner of five percent or more of our Common Stock, all
directors individually and all directors and officers as a group.
Except as noted, each person has sole voting and investment power with
respect to the shares shown.
<PAGE>
<TABLE>
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
<S> <C> <C>
Sheldon Feaster 10,000,000 100%
3218 E. Sunrise Village Ln.
Norcross, Ga. 30093
</TABLE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Company has one Director and officer as follows:
<TABLE>
Name Age Positions and Offices Held
<S> <C> <C>
Sheldon Feaster 28 President, Secretary, Treasurer,
Director
</TABLE>
There are no agreements or understandings for the officer or director
to resign at the request of another person and the above-named officer
and director is not acting on behalf of nor will act at the direction
of any other person.
Set forth below is the name of our director and officer, all
positions and offices held, the period during which he has served as
such, and the business experience during at least the last five years:
Sheldon Feaster acts as President, Secretary, Treasurer and Director
for the Company. Mr. Feaster has served as an officer and Director of
the Company since inception. Mr. Feaster has an Associated Degree in
Applied Sciences in Electronics from Devry Institute of Technology
located in Atlanta Ga.. From June 1999 through January 2000, Mr. Feaster
worked as an independent computer consultant and simultaneously with the
Georgia Department of Revenue in the Atlanta, Ga. area. From August 1997
through June 1999, Mr. Feaster worked with the Coca-Cola Company,
Atlanta, Ga. where he was responsible for providing deckside support
for 4000 users on a Novell computer network. From October 1996 through
August 1997 Mr. Feaster was employed with the Center for Disease Control,
Atlanta, Ga. where he provided technical support for its installed and
configured workstations. From January 1996 through October 1996, Mr
Feaster was employed with the BellSouth International, Atlanta, Ga.
where as systems analyst his responsibilites were to support a staff
of 260 users over an ethernet network using Novell systems. From October
1995 through January 1996, Mr. Feaster was systems analyst and help
desk support with AT&T, Atlanta, Ga.. From August 1993 to October 1995
Mr. feaster was a computer technician with Southern Electronics
Distributors, Atlanta, Ga..
<PAGE>
Conflicts of Interest
Our officer and director may organize other companies of a similar
nature and with a similar purpose as us. Consequently, there are
potential inherent conflicts of interest in acting as our officer
and director.Insofar as the officer and director are engaged in
other businessactivities, management anticipates that he will
devote only a minor amount of time to our affairs. We do not have
a right of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate to
our proposed business operations.
Mr. Feaster may have demands placed on his time, which will detract
from the amount of time he is able to devote to us. Mr. Feaster
intends to devote as much time to our activities as required. However,
should such a conflict arise, there is no assurance that Mr.
Feaster would not attend to other matters prior to ours. Mr. Feaster
projects that initially up to ten hours per month of his time may be
spent locating a target company which amount of time would increase
when the analysis of, and negotiations and consummation with, a target
company are conducted.
The terms of business combination may include such terms as are
negotiated by Mr. Feaster, remaining a director or officer of the
Company, and/or the consulting firm retained by management.
The terms of a business combination may provide for a payment
by cash or otherwise to Mr. Feaster for the purchase or retirement
of all or part of his common stock by a target company or for
services rendered incident to or following a business combination.
Mr. Feaster would directly benefit from such employment or payment.
Such benefits may influence Mr. Feaster's choice of a target company.
We may agree to pay finder's fees, as appropriate and allowed, to
unaffiliated persons who may bring a target company to us where that
referral results in a business combination. No finder's fee of any kind
will be paid by us to management or our promoters or to there
associates or affiliates. No loans of any type have, or will be, made
by us to management or our promoters of or to any of their associates
or affiliates.
<PAGE>
We will not enter into a business combination, or acquire any
assets of any kind for our securities, in which our management or any
affiliates or associates have a greater than 10% interest, direct or
indirect.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of us could result in liability of
management to us. However, any attempt by stockholders to enforce a
liability of management to us would most likely be prohibitively
expensive and time consuming.
Investment Company Act of 1940
Although we will be subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes the
we will not be subject to regulation under the Investment company Act
of 1940 insofar as we will not be engaged in the business of investing
or trading in securities. In the event we engage in business
combinations which result in us holding passive investment interests in
a number of entities we could be subject to regulation under the
Investment Company Act of 1940. In such event, we would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. We have obtained no
formal determination from the Securities and Exchange Commission as to
our status under the Investment Company Act of 1940. Any violation of
such Act would subject us to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION.
Our officer and director does not receive any compensation for his
services rendered to us, has not received such compensation in the
past, and is not accruing any compensation pursuant to any agreement
with us. However, our officer and director anticipates receiving
benefits as a beneficial stockholder of the company and, possibly, in
other ways.
We have not adopted any retirement, pension, profit sharing, stock
option or insurance programs or other similar programs for the benefit
of our officer or director.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
We have issued a total of 5,000,000 shares of Common Stock to the
following persons for a total of $5,000 in services:
Name Number of Total Shares Consideration
[S] [C] [C]
Sheldon Feaster 5,000,000 $5,000
Sheldon Feaster is the President, Secretary, Treasurer, and sole
Director for the Company. The total number of shares were issued to
Mr. Feaster in exchange for services rendered to the Company, in lieu
of cash.
<PAGE>
ITEM 8. DESCRIPTION OF SECURITIES.
Our authorized capital stock consists of 10,000,000 shares of Common
Stock, par value $.001 per share. The following statements relating to
the capital stock set forth the material terms of our securities;
however, reference is made to the more detailed provisions of, and such
statements are qualified in their entirety by reference to, the
Articles of Incorporation and the Bylaws, copies of which are filed as
exhibits to this registration statement.
Common Stock
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of
common stock do not have cumulative voting rights. 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 therefore. In the event of our
liquidation, dissolution or winding up, 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.
Holders of common stock have no preemptive rights to purchase our
common stock. There are no conversion or redemption rights or sinking
fund provisions with respect to the common stock.
PREFERRED STOCK
None authorized.
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 our stockholders, 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. We
have no present plans to issue any preferred stock.
<PAGE>
Dividends
Dividends, if any, will be contingent upon our revenues and earnings,
if any, capital requirements and financial conditions. The payment of
dividends, if any, will be within the discretion of our Board of
Directors. We presently intend to retain all earnings, if any, for use
in our 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, we
will be required to, and will, file reports under Section 13 of the
Exchange Act. As a result, sales of our common stock in the secondary
market by the holders thereof may then be made pursuant to Section 4(l)
of the Securities Act (sales other than by an issuer, underwriter or
broker).
Following a business combination, a target company will normally wish
to list our common stock for trading in one or more United States
markets. The target company may elect to apply for such listing
immediately following the business combination or at some later time.
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 stockholders 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 stockholders.
If, after a business combination, we do not meet the qualifications
for listing on the NASDAQ SmallCap Market, we may apply for quotation
of our securities on the NASD Over-The-Counter Bulletin Board. In
certain cases we may elect to have our securities initially quoted in
the "pink sheets" published by the National Quotation Bureau, Inc.
Transfer Agent
It is anticipated that we will act as our own transfer agent for our
common stock.
GLOSSARY
"Blank Check" Company
As defined in Section 7(b)(3) of the Securities Act, a "blank check"
company is a development stage company that has
no specific business plan or purpose or has indicated that its
business plan is to engage in a merger or acquisition
with an unidentified company or companies and is issuing "penny stock"
securities as defined in Rule 3a51-1 of
the Exchange Act.
<PAGE>
Business Combination
Normally a merger, stock-for-stock
exchange or stock-for-assets exchange
between the Registrant and a target
company.
The Company or the Registrant.
The corporation whose common stock is
the subject of this Registration
Statement.
Exchange Act The Securities
Exchange Act of 1934, as amended.
"Penny Stock" Security
As defined in Rule 3a51-1 of the
Exchange Act, a "penny stock" security
is any equity security other than a
security (i) that is a reported security
(ii) that is issued by an investment
company (iii) that is a put or call
issued by the option Clearing
Corporation (iv) that has a price of
$5.00 or more (except for purposes of
Rule 419 of the Securities Act) (v) that
is registered on a national securities
exchange (vi) that is authorized for
quotation on the NASDAQ Stock Market,
unless other provisions of Rule 3a51-1
are not satisfied, or (vii) that is
issued by an issuer with (a) net
tangible assets in excess of $2,000,000,
if in continuous operation for more than
three years or $5,000,000 if in
operation for less than three years or
(b) average revenue of at least
$6,000,000 for the last three years.
Securities Act
The Securities Act of 1933, as amended.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A)Market Price. There is no trading market for our 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 Securities and Exchange Commission has adopted Rule 15g-9, which
establishes 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
<PAGE>
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
stocks in both public offerings 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.
(B)Holders. There are eight holders of our Common Stock. The issued
and outstanding shares of our Common Stock were issued in accordance
with the exemptions from registration afforded by Section 4(2) of the
Securities Act of 1933 promulgated there under.
(C) Dividends. We have not paid any dividends to date, and have no
plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against us.
ITEM 3.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
We have not changed accountants since our formation and there are
no disagreements with the findings of our accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
Since inception, we have not sold any securities.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant's Articles of Incorporation contain certain provisions that
eliminate the personal liability of directors to the fullest extent
allowable by Georgia law. The Registrant's Bylaws also contain
provisions indemnifying Registrant's directors and officers to the
fullest extent permitted by Georgia law. The Bylaws provide further
that indemnification will only be granted after a determination is
made that the party to be indemnified has met the standards of conduct
set forth in Georgia Business Code 14-2-855. Insofar as indemnification
to directors and officers of Registrant for liabilities arising under
the Securities Act of 1933, as amended, Registrant is informed that,
in the opinion of the Securities sand Exchange Commission, such
indemnification is against public policy, as expressed in said Act
and is, therefore, unenforceable.
<PAGE>
PART F/S
FINANCIAL STATEMENTS.
Set forth below are our audited financial statements from inception
January 28, 2000 and ending August 31, 2000. The following financial
statements are attached to this report and filed as a part thereof.
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET F-2
STATEMENT OF OPERATIONS F-3
STATEMENT OF STOCKHOLDERS' EQUITY F-4
STATEMENT OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6-F-7
<PAGE>
Jeffrey S. Barber, P.C.
Certified Public Accountant
5484 Forest Drive OFFICE (770) 466-3470
Logonville, Georgia 30052-3470
INDEPENDENT AUDITORS' REPORT
To the Board Of Directors
Soular Energy Inc.
I Have audited the accompanying balance sheets of Soular Energy, Inc.
as of August 31, 2000 and August 31, 1999, and the related statements
of income and cash flows, for the two four months periods then ended,
in accordance with generally accepted auditing standards, and
accordingly included such tests of the accoubting records and such
other auditing procedures I considered necessary in the the
circumstances.
In my opinion, the balance sheets and statements of income and cash
flows present fairly the financial position at August 31, 2000 and
August 31, 1999 in conformity with generally accepted accounting
principles.
/s/ Jeffrey S. Barber
Jeferey S. Barber,
CPA (State of Georgia CPA License #15527)
August 31, 2000
<PAGE>
<TABLE>
Soular Energy, Inc.
(A Development Stage Company)
August 31, 2000
BALANCE SHEET
ASSETS
<S> <C>
CURRENT ASSETS $ 0
-----------
TOTAL CURRENT ASSETS $ 0
-----------
OTHER ASSETS $ 0
-----------
TOTAL OTHER ASSETS $ 0
-----------
TOTAL ASSETS $ 0
===========
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
CURRENT LIABILITIES
Officers Advances (note #6) $ 305
-----------
TOTAL CURRENT LIABILITIES $ 305
-----------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
authorized 10,000,000 shares;
issued and outstanding at
August 31, 2000 5,000,000 shares $ 5,000
Additional paid-in capital 0
Deficit accumulated during
development stage (5,305)
-----------
TOTAL STOCKHOLDER'S EQUITY $ (305)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 0
============
</TABLE>
The accompanying notes are an integral part of these financial
statements
<PAGE>
<TABLE>
Soular Energy Inc.
(A Development Stage Company)
January 28, 2000(Inception)
To August 31, 2000
STATEMENT OF OPERATIONS
<S> <C>
INCOME
Revenue $ 0
-------------
EXPENSE
Services $ 5,000
General and
Administrative 305
-------------
TOTAL EXPENSES $ 5,305
-------------
NET LOSS $ (5,305)
============
Net Loss
Per Share $ (.0011)
============
Weighted average
number of common
shares outstanding 5,000,000
=============
</TABLE>
The accompanying notes are an integral part of these financial
statements
<PAGE>
<TABLE>
Soular Energy Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulated
Additional during
Common Stock paid-in development
Shares Amount Capital stage
-------- ------- --------- --------
<S> <C> <C> <C> <C>
January 28, 2000
issued for services 5,000,000 $ 5,000 $ 0 $ 0
Net loss, January
28, 2000 (inception)
To August 31, 2000
(5,305)
---------- -------- --------- -----------
Balance,
August 31, 2000 5,000,000 $ 5,000 $ 0 $(5,305)
======== ======== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial
statements
<PAGE>
<TABLE>
Soular Energy, Inc.
(A Development Stage Company)
January 28, 2000,(Inception) to August 31, 2000
STATEMENT OF CASH FLOWS
<S> <C>
Cash Flows from
Operating Activities
Net loss $ (5,305)
Issue common stock for services 5,000
Changes in assets and
Liabilities
Officers Advances 305
----------
---
Cash Flows from
Operating Activities $ 0
Cash Flows from
Investing Activities 0
Cash Flows from
Financing Activities 0
-----------
---
Net increase in cash $ 0
Cash,
beginning of period 0
----------
---
Cash,
end of period $ 0
==============
</TABLE>
<PAGE>
Soular Energy Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2000
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized January 28, 2000, under the laws of the
State of Georgia, as ConcertsByU.com, Inc. The Company currently has no
operations and, in accordance with SFAS #7, is considered a development
stage company.
On August 31, 2000, the Company issued 5,000,000 shares of its $.001
par value common stock for services of $5,000.00.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number
of common shares outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
4. In April 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 ("SOP 98-511), Reporting
on the Costs of Start-Up Activities" which provides guidance on the
financial reporting of start-up costs and organization costs. It
requires costs of start-up activities and organization costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years beginning
after December 15, 1998, with initial adoption reported as the
cumulative effect of a change in accounting principle. With the
adoption of SOP 98-5, there has been little or no effect on the
Company's financial statements.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it
would be unlikely for the Company to continue as a going concern. It is
management's plan to seek additional capital through a merger with an
existing operating company.
<PAGE>
Soular Energy, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2000
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to issue any additional
shares of common or preferred stock of the Company.
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property.
Office services are provided without charge by a director. Such costs
are immaterial to the financial statements and, accordingly, have not
been reflected therein. The officers and directors of the Company are
involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with
an existing operating company, an officer of the Company has advanced
funds on behalf of the Company to pay for any costs incurred by it.
These funds are interest free.
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS.
Exhibit
Number Description
(3)(i) Articles of Incorporation
(a) Articles of Incorporation
(3)(ii) Bylaws
(a)Bylaws
(4) Instrument defining the rights of security holders:
(a) Articles of Incorporation
(b) Bylaws
(24) Consent of expert
(a) Auditors
(27) Financial Data Schedule
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized.
Soular Energy, Inc.
By: /s/ Sheldon Feaster
Sheldon Feaster, Director and President
August 31, 2000
Atlanta, Ga.
ARTICLES OF INCORPORATION
OF
Soular Energy, Inc.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, being at least eighteen (18) years of age and
acting as the incorporator of the Corporation hereby being formed under
and pursuant to the laws of the State of Georgia, does hereby certify
that:
Article I - NAME
The exact name of this corporation is:
Soular Energy Inc.
Article II - REGISTERED OFFICE AND RESIDENT AGENT
The registered office and place of business in the State of
Georgia of this corporation shall be located at 3218 East Sunrise Village,
Norcross, Georgia.
Article III - DURATION
The Corporation shall have perpetual existence.
Article IV - PURPOSES
The purpose, object and nature of the business for which this
corporation is organized are:
(a) To engage in any lawful activity, (b) To carry on such
business as may be necessary, convenient, or desirable to accomplish
the above purposes, and to do all other things incidental thereto
which are not forbidden by law or by these Articles of Incorporation.
<PAGE>
Article V - POWERS
This Corporation is formed pursuant to Chapter
Article VI - CAPITAL STOCK
Section 1.
Authorized Shares.
The total number of shares which this corporation is authorized to
issue is 10,000,000 shares of Common Stock of $.001 par value. The
authority of the Corporation to issue.
<PAGE>
Section 2.
Consideration for Shares.
The Common Stock shall be issued for such consideration, as shall be
fixed from time to time by the Board of Directors. In the absence of
fraud, the judgment of the Directors as to the value of any property or
services received in full or partial payment for shares shall be
conclusive. When shares are issued upon payment of the consideration
fixed by the Board of Directors, such shares shall be taken to be fully
paid stock and shall be non-assessable. The Articles shall not be
amended in this particular.
Section 3.
Stock Rights and Options.
The corporation shall have the power to create and issue rights,
warrants, or options entitling the holders thereof to purchase from
the corporation any shares of its capital stock of any class or classes,
upon such terms and conditions and at such times and prices as the
Board of Directors may provide, which terms and conditions shall be
incorporated in an instrument or instruments evidencing such rights.
In the absence of fraud, the judgement of the Directors as to the
adequacy of consideration for the issuance of such rights or options
and the sufficiency thereof shall be conclusive.
Article VII - MANAGEMENT
For the management of the business, and for the conduct of the affairs
of the corporation, and for the future definition, limitation, and
regulation of the powers of the corporation and its directors and
stockholders, it is further provided:
<PAGE>
Section 1.
Size of Board.
The initial number of the Board of Directors shall be one (1).
Thereafter, the number of directors shall be as specified in the Bylaws
of the corporation, and such number may from time to time be increased
or decreased in such manner as prescribed by the Bylaws. Directors need
not be stockholders.
Section 2.
Powers of Board.
In furtherance and not in limitation of the powers conferred by the
laws of the State of Georgia, the Board of Directors is expressly
authorized and empowered: (a)To make, alter, amend, and repeal the
Bylaws subject to the power of the stockholders to alter or repeal the
Bylaws made by the Board of Directors; (b)Subject to the applicable
provisions of the Bylaws then in effect, to determine, from time to
time, whether and to what extent, and at what times and places, and
under what conditions and regulations, the accounts and books of the
corporation, or any of them, shall be open to stockholder inspection.
No stockholder shall have any right to inspect any of the accounts,
books or documents of the corporation, except as permitted by law,
unless and until authorized to do so by resolution of the Board of
Directors or of the stockholders of the Corporation; (c)To authorize
and issue, without stockholder consent, obligations of the
Corporation, secured and unsecured, under such terms and conditions
as the Board, in its sole discretion, may determine, and to pledge or
mortgage, as security therefore, any real or personal property of the
corporation, including after-acquired property; (d)To determine whether
any and, if so, what part of the earned surplus of the corporation
shall be paid in dividends to the stockholders, and to direct and
determine other use and disposition of any such earned surplus;
<PAGE>
(e) To fix, from time to time, the amount of the profits of the
corporation to be reserved as working capital or for any other lawful
purpose; (f) To establish bonus, profit-sharing, stock option, or
other types of incentive compensation plans for the employees,
including officers and directors, of the corporation, and to fix the
amount of profits to be shared or distributed, and to determine the
persons to participate in any such plans and the amount of their
respective participations. (g)To designate, by resolution or
resolutions passed by a majority of the whole Board, one or more
committees, each consisting of two or more directors, which, to the
extent permitted by law and authorized by the resolution or the
Bylaws, shall have and may exercise the powers of the Board;
(h) To provide for the reasonable compensation of its own
members by Bylaw, and to fix the terms and conditions upon which such
compensation will be paid; (i)In addition to the powers and authority
hereinbefore, or by statute, expressly conferred upon it, the Board of
Directors may exercise all such powers and do all such acts and things
as may be exercised or done by the corporation, subject, nevertheless,
to the provisions of the laws of the State of Georgia, of these
Articles of Incorporation, and of the Bylaws of the corporation.
Section 3.
Interested Directors.
No contract or transaction between this corporation and any of its
directors, or between this corporation and any other corporation, firm,
association, or other legal entity shall be invalidated by reason of
the fact that the director of the corporation has a direct or indirect
interest, pecuniary or otherwise, in such corporation, firm,
association, or legal entity, or because the interested director was
present at the meeting of the Board of Directors which acted upon or in
reference to such contract or transaction, or because he participated
in such action, provided that: (1) the interest of each such director
shall have been disclosed to or known by the Board and a disinterested
majority of the Board shall have, nonetheless, ratified and approved
<PAGE>
such contract or transaction (such interested director or directors
may be counted in determining whether a quorum is present for the
meeting at which such ratification or approval is given); or (2) the
conditions pursuant to Section 14-2-856 of the Georgia Business
Corporation code or any successor laws.
Section 4.
Names and Addresses.
The name and address of the first Board of Directors which shall
consist of one (1) person who shall hold office until his successors
are duly elected and qualified, are as follows:
NAME ADDRESS
Feaster Sheldon 3218 East Sunrise Village
Norcross, Ga. 30093
Article VIII - PLACE OF MEETING; CORPORATE BOOKS
Subject to the laws of the State of Georgia, the stockholders and the
directors shall have power to hold their meetings, and the directors
shall have power to have an office or offices and to maintain the
books of the Corporation outside the State of Georgia, at such place or
places as may from time to time be designated in the Bylaws or by
appropriate resolution.
Article IX - AMENDMENT OF ARTICLES
The provisions of these Articles of Incorporation may be amended,
altered or repealed from time to time to the extent and in the manner
prescribed by the laws of the State of Georgia, and additional
provisions authorized by such laws as are then in force may be added.
All rights herein conferred on the directors, officers and stockholders
are granted subject to this reservation.
<PAGE>
Article X - INCORPORATOR
The name and address of the incorporator signing these Articles of
Incorporation are as follows:
NAME
Sheldon Feaster 3218 East Sunrise Village Ln.
Norcross, Ga. 30093
Article XI - LIMITED LIABILITY OF OFFICERS AND DIRECTORS
Except as hereinafter provided, the officers and directors of the
corporation shall not be personally liable to the corporation or
its stockholders for damages for breach of fiduciary duty as a director
or officer. This limitation on personal liability shall not apply to
acts or omissions which involve intentional misconduct, fraud, knowing
violation of law, or unlawful distributions prohibited by Georgia
Business Corporation Code Section 14-2-856.
IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this 28th day of January, 2000.
/s/ Sheldon Feaster
_________________________________
Sheldon Feaster
STATE OF Georgia )
) ss:
COUNTY OF Fulton )
On January 28, 2000, personally appeared before me, a Notary
Public, Sheldon Feaster, who acknowledged to me that he executed
the foregoing Articles of Incorporation.
/s/ Terry Sailor
_________________________________
NOTARY PUBLIC
<PAGE>
BYLAWS
OF
Soular Energy Inc.
a Georgia corporation
Section 1.
The name of this corporation is: Soular Energy, Inc.
Section 2.
The principal office of the corporation shall be located at such
place as shall be designated by the Board of Directors, and it may
maintain branch offices or agents elsewhere, within or without
the State of Georgia, as the Board of Directors may from
time to time determine.
Section 3.
The corporation shall at all times maintain a registered office
and registered agent within the State of Georgia, at such place
within said state as shall be designated by the Board of Directors.
ARTICLE II
CAPITAL STOCK
Section 1.
The authorized capital stock of the corporation shall consist of
10,000,000 shares of common stock with $.001 par value. Said capital
stock shall be evidenced by certificates of stock, issued in the
name of the corporation and signed by the President and Secretary of
the corporation under the corporate seal.
Section 2.
Said shares of stock shall be transferable only on the books of the
corporation or its authorized registration and transfer agent. The
stock transfer records shall be kept by the corporation or the
appropriate designee of the corporation as may be determined by the
Board of Directors.
Section 3.
Shares of stock may be represented at all shareholder meetings by the
shareholders of record or by written proxy directed to any other person
or legal entity and filed with the Secretary of the corporation prior
to the beginning of any shareholder meeting. No person, however, shall
be entitled to vote any shares of stock in person or by proxy at any
such meeting unless the same shall have been transferred to him on the
books of the corporation at least 30 days prior to the said meeting.
Section 4.
Before a new stock certificate shall be transferred or issued to
replace a lost certificate, proof of loss together with proper
indemnification procedures, including an indemnification bond, if
requested by the Board of Directors, shall be furnished by the
applicant for the new certificate. Any cost of reissuing and
indemnifying the corporation for reissuing lost certificates shall be
paid by the applicant.
Section 5.
The owner as reflected on the books of the corporation, subject to the
provisions of Section 3 of this Article II, shall be entitled to one
vote for each share of stock owned by him. No cumulative voting shall
be allowed.
Section 6.
The corporation shall not be allowed to vote any Treasury stock held
by it.
Section 7.
The Board of Directors may fix a date or dates at which time or times
the persons reflected on the books of the corporation as shareholders
shall receive dividends or distributions of the corporate assets.
Section 8.
The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Georgia.
Section 9.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the Bylaws of
such corporation may prescribe or, in the absence of such provision, as
the Board of Directors of such corporation may determine. Shares
standing in the name of a deceased person may be voted by the executor
or administrator of such deceased person, either in person or by proxy.
Shares standing in the name of a guardian, conservator or trustee may
be voted by such fiduciary, either in person or by proxy, but no
such fiduciary shall be entitled to vote shares held in such fiduciary
capacity without a transfer of such shares into the name of such
fiduciary. Shares standing in the name of a receiver may be voted by
such receiver. A shareholder whose shares are pledged shall be entitled
to vote such shares, unless, in the transfer by the pledgor on the
books of the corporation, he has expressly empowered the pledgee to
vote thereon, in which case only the pledgee or his proxy may represent
the stock and vote thereon.
Section 10.
There shall be issued no fractional shares of the corporation. In the
event a shareholder shall be entitled to a fractional share by virtue
of the declaration of a stock dividend or stock split or otherwise,
the corporation shall issue to said shareholder a certificate, called
scrip, acknowledging the right of said shareholder to said fractional
share. At any time that a shareholder shall become the holder of
sufficient scrip to total one or more whole shares, then, at the
request of said shareholder, the corporation shall issue said whole
share or shares to said shareholder. No holder of any scrip shall be
entitled to any vote on account thereof.
Section 11.
All issued shares of the corporation shall be fully paid and
nonassessable; there shall be issued no partially paid shares of the
corporation.
Section 12.
Shares of the corporation shall be issued for such consideration as
shall be fixed from time to time by the Board of Directors; provided,
however, that no such shares shall be issued for consideration less
than the par value of such shares.
Section 13.
Treasury shares may be disposed of by the corporation for such
consideration as may be fixed from time to time by the Board of
Directors.
ARTICLE III
MEETINGS OF SHAREHOLDERS
Section 1.
An annual meeting of the shareholders shall be held annually, within
five (8) months of the end of each fiscal year of the Corporation.
The annual meeting shall be held at such time and place and on such
date as the Directors shall determine from time to time and as shall be
specified in the notice of the meeting; at which time the shareholders
shall elect a Board of Directors and transact such other business as
may be properly brought before the meeting. Notwithstanding the
foregoing, the Board of Directors may cause the annual meeting of
shareholders to be held on such other date in any year as they shall
determine to be in the best interests of the corporation; and any
business transacted at said meeting shall have the same validity as if
transacted on the date designated herein.
Notice of the annual meeting, stating the time and place thereof, shall
be mailed to each shareholder at his address as shown on the records
of the corporation not less than ten (10) days and not more than
fifty (50) days prior to such meeting.
Section 2.
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of dividends, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not less
than ten (10) nor more than fifty (50) days prior to
the date on which the particular action requiring such determination
of shareholders is to be taken. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment
of dividends, the date on which notice of the meeting is mailed, or
the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date.
When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof.
Section 3.
A simple majority of the capital stock issued and outstanding,
represented in person or by proxy, shall constitute a quorum for the
transaction of business at any shareholders' meeting.
Section 4.
A special meeting of the shareholders may be called at any time by
the President or as directed by a majority vote of the Board of
Directors. The same notice shall be given of special meetings as is
herein provided for the annual meeting, except that, in the case of
special meetings, the notice shall state the objective therefor, and no
matters may be considered except those mentioned in said notice.
Section 5.
A special meeting of the shareholders shall be called by the
corporation upon the written request of the holders of not less than
twenty-five (25%) percent of the outstanding shares of the corporation.
Such written request shall be presented to the Secretary of the
corporation. The Secretary shall then comply with the provisions of
this Article regarding notice to shareholders of any special or annual
meeting.
Section 6.
Notice of meetings, both annual and special, may be waived by any
shareholder, and his presence at such meetings will constitute
such a waiver.
Section 7.
At all meetings of shareholders, all questions shall be determined
by a majority vote of the holders of each class of capital stock
entitled to vote, present in person or by proxy, unless otherwise
provided for by these Bylaws or by the laws of the State of Georgia.
Section 8.
Whenever the vote of shareholders at a meeting thereof is required
or permitted to be taken, for or in connection with any corporate
action, by any provision of the laws of Georgia, the meeting
and vote of shareholders may be dispensed with if all of the
shareholders who would have been entitled to vote upon the action
if such meeting were held shall consent in writing to such corporate
action being taken; or if the Articles of Incorporation authorizes
the action to be taken with the written consent of the holders
of less than all of the stock who would have been entitled to vote
upon the action if a meeting were held, then on the written consent
of the shareholders having not less than such percentage of the
number of votes as may be authorized in the Articles of
Incorporation; provided that, in no case shall action be taken
upon the written consent of the holders of stock having less
than the minimum percentage of the vote required by statute for
the proposed corporate action, and provided that prompt notice
be given to all shareholders of the taking of corporate action
without a meeting and by less than unanimous written consent.
Section 9.
The Board of Directors may adopt whatever rules it deems necessary
or desirable for the orderly transaction of business at any meeting
of shareholders; provided that such rules shall be in writing and
shall be distributed to the shareholders prior to or at the beginning
of said meeting, and provided further that such rules shall not
abrogate any right of the holders of capital stock as defined by
statute or by these Bylaws.
ARTICLE IV
BOARD OF DIRECTORS
Section 1.
The business and affairs of the corporation shall be managed by its
Board of Directors, which may exercise all powers of the corporation
as are not, by statute, by the Articles of Incorporation or by these
Bylaws, directed or required to be exercised or done by the
shareholders.
Section 2.
The number of Directors which shall constitute the whole Board shall
be not less than one (1) nor more than fifteen (15), except that,
if all of the shares of the corporation are owned
beneficially and of record by one (1) shareholders, the number
of Directors may be one (1) but not less than the number of
shareholders; provided, however, that if at least a majority of the
outstanding shares of capital stock of the corporation having the
power to vote for the election of Directors is owned of record by
one (1) shareholder, the Board of Directors may consist of only
one (1) Director. Such number of Directors shall from time to time
be fixed and determined by the shareholders and shall be set forth in
the notice of any meeting of shareholders held for the purpose of
electing Directors. The Directors shall be elected at the Annual
Meeting of the Shareholders, except as provided in Section 3 of
this Article IV, and each Director elected shall hold office until
his successor shall be elected and shall qualify. Except as provided
otherwise herein, Directors need not be residents of Georgia nor
shareholders of the corporation.
Section 3.
Any Director may resign at any time by written notice to the
corporation. Any such resignation shall take effect at the date of
receipt of such notice or any later time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. If any vacancy occurs on
the Board of Directors caused by death, resignation, retirement,
disqualification or removal from office of any Director or otherwise,
or if any new directorship is created by an increase in the authorized
number of Directors, a majority of the Directors then in office,
though less than a quorum, or a sole remaining Director
may choose a successor or fill the newly created directorship; and
a Director so chosen shall hold office until the next annual meeting
and until his successor shall be duly elected and shall qualify,
unless sooner displaced.
Section 4.
A regular meeting of the Board of Directors shall be held each year,
without other notice than this Bylaw, at the place of and immediately
following the Annual Meeting of Shareholders, and other regular
meetings of the Board of Directors shall be held each year, at such
time and place as the Board of Directors may provide, by resolution,
either within or without the State of Georgia, without other notice
than such resolution.
Section 5.
A special meeting of the Board of Directors may be called by the
President and shall be called by the Secretary on the written request
of any two Directors. The President so calling, or the Directors so
requesting, any such meeting shall fix the time and place, either
within or without the State of Georgia, as the place for holding such
meeting.
Section 6.
Written notice of special meetings of the Board of Directors shall be
given to each Director at least twenty-four (24) hours prior to the
time of any such meeting. Any Director may waive notice of any meeting.
The attendance of a Director at any meeting shall constitute a waiver
of notice of such meeting, except where a Director attends a meeting
for the purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to
be transacted at nor the purpose of any special meeting of the Board of
Directors needs to be specified in the notice or waiver of notice of
such meeting, except that notice shall be given of any proposed
amendment to the Bylaws if it is to be adopted at any special meeting
or with respect to any other matter where notice is required by
statute.
Section 7.
A simple majority of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board of
Directors, and the act of a majority of the Directors present at any
meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute,
by the Articles of Incorporation or by these Bylaws. If a quorum shall
not be present at any meeting of the Board of Directors, the Directors
present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present.
Section 8.
Unless otherwise restricted by the Articles of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof, as provided in
Article V of these Bylaws, may be taken without a meeting; provided
that a written consent thereto is signed by all members of the Board
or of such committee, as the case may be, and such written consent
is filed with the minutes of proceedings of the Board or committee.
Section 9.
Directors, as such, shall not be entitled to any stated salary for
their services unless voted by the Board of Directors. By resolution
of the Board, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the
Board of Directors or any meeting of a committee of Directors. No
provision of these Bylaws shall be construed to preclude any Director
from serving the corporation in any other capacity and receiving
compensation therefor.
Section 10.
Members of the Board of Directors, or any committee designated by
such Board, may participate in a meeting of such Board or committee
by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section
shall constitute presence in person at such meeting.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 1.
The Board of Directors may, by resolution passed by a majority of
the entire Board, designate one or more committees, including, if
it shall so determine, an Executive Committee. Each such committee
shall consist of two or more of the Directors of the corporation,
which shall have and may exercise such of the powers of the Board
of Directors in the management of the business and affairs of the
corporation as may be provided in this Article and may authorize
the seal of the corporation to be affixed to all papers which
may require it. The Board of Directors may designate one or more
Directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of such committee.
Such committee or committees shall have such name or names and such
authority as may be determined from time to time by resolution
adopted by the Board of Directors.
Section 2.
In the event the Board of Directors shall, pursuant to Section 1
of this Article, designate an Executive Committee to have and exercise
the full powers of the Board of Directors, such power shall extend to
the full limit of the powers of the entire Board of Directors, except
that no committee of Directors shall have or exercise any of the
following powers: amend the Articles of Incorporation of the
corporation; undertake any actions toward merger or consolidation
of the corporation; recommend the lease, sale or exchange of all
or substantially all of the assets of the corporation; amend these
Bylaws; declare any dividend; or authorize the issuance of any of the
stock of the corporation.
Section 3.
Each committee of Directors shall keep regular minutes of its
proceedings and report same to the Board of Directors when required.
Section 4.
Members of special or standing committees may be allowed compensation
for attending committee meetings, if the Board shall so determine.
ARTICLE VI
NOTICE
Section 1.
Whenever, under the provisions of the statutes, the Articles of
Incorporation or these Bylaws, notice is required to be given to
any Directors, member of any committee or shareholders, such
notice shall be in writing and shall be delivered personally or
mailed to such Director, member or shareholder or, in the case
of a Director or a member of any committee, may be delivered
in person or given orally by telephone. If mailed, notice to a
Director, member of a committee or shareholder shall be deemed to
be given when deposited in the United States mail in a sealed
envelope, with postage thereon prepaid, addressed, in the case
of a shareholder, to the shareholder at the shareholder's address
as it appears on the records of the corporation or, in the case
of a Director or a member of a committee, to such person at
his business address. If sent by telegraph, notice to a Director
or member of a committee shall be deemed to be given when the
telegram, so addressed, is delivered to the telegraph company.
Section 2.
Whenever any notice is required to be given under the provisions
of the statutes, the Articles of Incorporation or these Bylaws,
a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE VII
OFFICERS
Section 1.
The officers of the corporation shall be a President, one or
more Vice Presidents, any one or more of which may be designated
Executive Vice President or Senior Vice President, a Secretary
and a Treasurer. The Board of Directors may appoint such other
officers and agents, including Assistant Vice Presidents,
Assistant Secretaries and Assistant Treasurers, as it shall
deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined by the Board. Any two or more offices may
be held by the same person. The President shall be elected
from among the Directors. With that exception, none of the other
officers need be a Director, and none of the officers need be a
shareholder of the corporation.
Section 2. The officers of the
corporation shall be elected annually by the Board of Directors
at its first regular meeting held after the Annual Meeting of
Shareholders or as soon thereafter as conveniently possible.
Each officer shall hold office until his successor shall have
been chosen and shall have qualified, or until his death or the
effective date of his resignation or removal, or until he shall
cease to be a Director in the case of the President.
Section 3.
Any officer or agent elected or appointed by the Board of Directors
may be removed without cause by affirmative vote of a majority of the
Board of Directors whenever, in its judgment, the best interests of
the corporation shall be served thereby, but such removal shall be
without prejudice to the contractual rights, if any, of the person
so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect
on the date of receipt of such notice or at any later time specified
therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 4.
Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise may be filled by the Board of
Directors for the unexpired portion of the term.
Section 5.
The salaries of all officers and agents of the corporation shall
be fixed by the Board of Directors or pursuant to its direction,
and no officer shall be prevented from receiving such salary by reason
of his also being a Director.
Section 6.
The President shall be the chief executive officer of the corporation
and subject to the control of the Board of Directors, shall generally
supervise and control the business and affairs of the corporation.
The President shall preside at all meetings of the Board of Directors
and the shareholders. He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or
appointed by the Board of Directors. The President shall keep the
Board of Directors and the Executive Committee fully informed and
shall consult with them concerning the business of the corporation.
The President may sign, with the Secretary or any other officer of
the corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments
which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof has been
expressly delegated by these Bylaws or by the Board of Directors
to some other officer or agent of the corporation, or shall be
required by law to be otherwise executed. The President shall
vote, or give a proxy to any other officer of the corporation to
vote, all shares of stock of any other corporation standing in the
name of the corporation and, in general, shall perform all other
duties incident to the office of President and such other duties
as may be prescribed by the Board of Directors or the Executive
Committee from time to time.
Section 7.
In the absence of the President, or in the event of his inability
or refusal to act, the Executive Vice President (or, in the event
there shall be no Vice President designated Executive Vice President,
any Vice President designated by the Board) shall perform the duties
and exercise the powers of the President. The Vice Presidents shall
perform such other duties as from time to time may be assigned
to them by the President, the Board of Directors or the
Executive Committee.
Section 8.
The Secretary shall: (a) keep the minutes of the meetings of the
shareholders, the Board of Directors and the committees of Directors;
(b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian
of the corporate records and of the seal of the corporation, and
see that the seal is affixed to all certificates for shares or a
facsimile thereof is affixed to all certificates for shares prior
to the issuance thereof and to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized in
accordance with the provisions of these Bylaws; (d) keep or cause
to be kept a register of the post office address of each shareholder
as furnished by each shareholder; (e) sign, with the President,
certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors;
(f) have general charge of the stock transfer books of the corporation;
and (g) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned
by the President, the Board of Directors or the Executive Committee.
Section 9.
If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine.
The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b)
receive and give receipts for monies due and payable to the
corporation from any source whatsoever and deposit all such
monies in the name of the corporation in such banks, trust companies
or other depositories as shall be selected in accordance with the
provisions of these Bylaws; (c) prepare or cause to be prepared, for
submission at each regular meeting of the Directors, at each annual
meeting of the shareholders and at such other times as may be required
by the Directors, the President or the Executive Committee, a
statement of financial condition of the corporation in such detail as
may be required; and (d) in general, perform all of the duties incident
to the office of Treasurer and such other duties as from time to time
may be assigned by the President, Board of Directors or Executive
Committee.
Section 10.
The Assistant Secretaries and Assistant Treasurers shall, in general,
perform such duties as shall be assigned to them by the Secretary or
the Treasurer, respectively, or by the President, Board of Directors
or Executive Committee. The Assistant Secretaries and Assistant
Treasurers shall, in the absence of the Secretary or Treasurer,
respectively, perform all functions and duties which such absent
officers may delegate, but such delegation shall not relieve the absent
officer from the responsibilities and liabilities of his office. The
Assistant Treasurers shall, if required by the Board of Directors, give
bonds for the faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine.
ARTICLE VIII
CONTRACTS, CHECKS AND DEPOSITS
Section 1.
Subject to the provisions of these Bylaws, the Board of Directors may
authorize any officer or officers and agent or agents to enter into
any contract or execute and deliver any such instrument in the name
of and on behalf of the corporation, and such authority may be general
or confined to specific instances.
Section 2.
All checks, demands, drafts or other orders for payment of money, notes
or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers or such agent
or agents of the corporation and in such manner as may be determined by
the Board of Directors.
Section 3.
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board of Directors may select.
ARTICLE IX
DIVIDENDS
Section 1.
Dividends upon the capital stock of the corporation may be declared by
the Board of Directors at any regular or special meeting pursuant to
law. Dividends may be paid in cash, in property or in shares of capital
stock.
Section 2.
Before payment of any dividends, there may be set aside out of any
funds the corporation available for dividends such sum or sums as the
Directors may from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, for equalizing
dividends, for repairing or maintaining any property of the corporation
or for such other purpose as the Directors deem conducive to the best
interests of the corporation, and the Directors may modify or abolish
any such reserve in the manner in which it was created.
ARTICLE X
INDEMNIFICATION
Section 1.
The Corporation shall indemnify each person who is or was a director,
officer, employee or agent of the Corporation (including the heirs,
executors, administrators or estate of such person) or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise to the full extent permitted under the
Georgia Business Corporation Code or any successor law or laws of the
State of Georgia. If any such indemnification is requested the Board of
Directors shall cause a determination to be made (unless a court has
ordered the indemnification) in one of the manners prescribed in
Section 14-2-855 of said Code or laws as to whether indemnification of
the party requesting indemnification is proper in the circumstances
because he has met the applicable standard of conduct set forth in
Sections 14-2-855 of said Code or laws. Upon any such determination
that such indemnification is proper, the Corporation shall make
indemnification payments of liability, cost, payment or expense
asserted against, or paid or incurred by, him in his capacity as such a
director, officer, employee or agent to the maximum extent permitted by
said Section of said Code or laws. The Corporation may, in advance of
final disposition of an action, suit or proceeding, pay expenses
incurred in defense thereof, consistent with the provisions of Section
14-2-853 of said Code or laws. The indemnification obligations of the
Corporation set forth herein shall not be deemed exclusive of any other
rights, in respect to indemnification or otherwise, to which any party
may be entitled under any other provision of these Bylaws or any
resolution approved by the shareholders Code or any successor law or
laws.
Section 2.
The Corporation may purchase and maintain insurance, at its expense,
to protect itself and any of the above-referenced parties against any
liability, cost, payment or expense, whether or not the Corporation
would have the power to indemnify such person against such liability.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall be set by resolution of the
Board of Directors.
ARTICLE XII
AMENDMENTS TO BYLAWS
At any regular meeting of the Board of Directors or at any meeting of
the Board of Directors specially called for said purpose, with each
Director having been mailed, along with notice of said meeting, a copy
of the proposed changes in the Bylaws, these Bylaws may be altered,
amended or repealed, in whole or in part, and new Bylaws may be
adopted in accordance with the copy of the proposed changes mailed to
the Directors by vote of a majority of said Directors.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation this 31 day of August, 2000.
/s/ Sheldon Feaster
_________________________________
Sheldon Feaster , Secretary
<PAGE>
Jeffrey S. Barber, P.C.
Certified Public Accountant
5484 forest Drive OFFICE (770) 466-6025
Logonville, Ga 30052-3470
CONSENT OF INDEPENDENT AUDITORS
To Whom It May Concern:
August 31, 2000
The firm of Jeffrey S. Barber, P.C., Certified Public Accountant
consents to the inclusion of their report of August 31, 2000, on the
Financial Statements of Soular Energy, Inc., as of August 31, 2000, in
any filings that are necessary now or in the near future with the U.S.
Securities and Exchange Commission.
Very truly yours,
/s/ Jeffrey S. Barber
Jeffrey S. Barber
Certified Public Accountant (License #15527)
