Law Office of
Frank Brady, P.A.
370 W. Camino Gardens Blvd.
Suites 336 & 337
Boca Raton, FL 33432
Phone: (407) 338-9256
Fax: (407) 338-5824
May 22, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Re: Physicians Laser Services, Inc.
Commission File No. 2-89401
Gentlemen:
On behalf of Physicians Laser Services, Inc. f/k/a Ex-Cel
Resources, Inc., Commission file no. 2-89401 (the "Registrant"), I
enclose Registrant's Form 10-QSB for the quarter ended March 31,
1996. Registrant has previously filed Form 12b-25 requesting an
extension of time to file the Form 10-QSB for its first fiscal
quarter of 1996 pursuant to Rule 12b-25 of the Rules under the
Securities Exchange Act of 1934 on May 15, 1996.
Thank you for your prompt attention to this request.
Very truly yours,
Frank Brady, p.a.
By:/s/ Frank R. Brady, Esq.
Attorney for Registrant
<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended March 31, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
For the transition period from to
Commission file number 2-89401
PHYSICIANS LASER SERVICES, INC. (f/k/a EX-CEL RESOURCES, INC.)
(Exact name of small business issuer as Specified in its Charter)
Delaware 13-3188137
(State of incorporation) (IRS identification no.)
3200 N. Federal Highway, Suite 226, Boca Raton, FL 33432
(Address of Principal Executive Office)
Registrant's telephone number, including area code:(561) 750-2300
P.O. Box 907, Boca Raton, FL 33429-0907
(Former address, if changed since last report)
Check whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements
for the past 90 days: Yes x or No
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the Registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes No .
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable
date: 4,011,817 shares as of December 31, 1995.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
SEE EXHIBIT C ATTACHED
Item 2. Management's Discussion and Analysis or Plan of Operation.
(a) Plan of Operation: N/A
(b) Management's Discussion and Analysis of Financial
Condition and Results of Operation - (1) Full Fiscal Years: The
Registrant has been dormant and has not conducted general business
operations for the 5 years preceding December 31, 1995. Commencing
in the last quarter of 1995, the Registrant commenced business
operations as a going concern through its subsidiary, Physicians
Laser Services of Florida, Inc. ("PLSF"), which in turn was
incorporated in early February of 1995. Consequently, it is not
possible to make financial comparisons with previous years results.
It should be noted that the Registrant is a growth company.
(b)(2)(i) Liquidity: The Registrant's audited balance sheet
for fiscal year end 1995 shows a deficit in working capital of
$122,530. Included in this working capital deficit is $52,500 in
convertible debentures payable, which were converted to common
stock in the first quarter of 1996. The remaining working capital
deficit was reduced in the first quarter of 1996 by an equity
infusion of $61,000 and improving cash flows from operations.
The working capital deficit improved form a negative $122,530
as of December 31, 1995 to a negative $55,859 as of March 31, 1996
(a decrease of $66,676 or approximately 54.5%). Net worth improved
by $63,905 (or approximately 47%) from a negative $136,295 as of
December 31, 1995 to a negative $72,390 as of March 31, 1996.
Sales increased from an average of $20,780 per month during fiscal
year 1995 to an average of $28,267 per month for the first three
months of 1996, which represents an average increase in sales of
approximately 36% or $7,487 per month.
(b)(2)(ii) Internal and external sources of liquidity: The
Registrant expects a major increase in liquidity for the balance of
1996, which will be generated by the exercise of options for the
purchase of 947,500 shares of its common stock (priced from $0.25
to $2.00 per share). These options have the potential to generate
$618,500 in additional equity, if all are exercised, and will
expire within the next 6 to 11 months.
Liquidity should also increase as a result of cash flow from
operations, which is expected to amount to $330,000 based on the
opening of 2 new mobile laser routes on Florida's west coast (i.e.,
between Ft. Meyers and Bradenton), and completion of the
acquisition of a Connecticut based mobile laser company described
in Item 5 below, which is expected to close on or before June 30,
1996.
The cost of initiating the two new mobile laser routes on
Florida's west coast is expected to be approximately $25,000 per
route, and it is expected that the cash outlay with the Connecticut
acquisition will be approximately $175,000. The sources of
liquidity previously noted should be more than sufficient to cover
forecasted needs.
(b)(2)(iii) Material commitments for capital expenditures and
the expected sources fo funds for such expenditures: Other than as
previously noted above, there are no additional material
commitments for capital expenditures expected.
(b)(2)(iv) Known trends, events or uncertainties that have had
or are reasonably expected to have a material impact on net sales
or revenues or income: The known trends, events or uncertainties
that Registrant reasonably expects to have a material favorable
impact on income include its plans to acquire other mobile laser
companies operating and located throughout the United States.
Through March of 1996, the Registrant has identified 14 acquisition
candidates and discussions are underway with 3 such companies. A
contract for the first acquisition was completed on or about April
25, 1996 and is expected to close on or about June 30, 1996. The
acquisitions are anticipated to be made through the issuance of the
Registrant's common stock (restricted by S.E.C. rule 144) in
exchange for the target laser company's common stock, and the
payment of certain amounts of cash, which the Registrant plans to
raise through the sale of its stock.
In addition, the Registrant expects its revenues to increase
as more physicians are recruited as customers for the rental of its
mobile lasers in the Registrant's primary service area in south
Florida, and as physicians are recruited as customers for the
rental of its mobile lasers on Florida's west coast.
(b)(2)(v) Significant elements of income or loss that do not
arise from the Registrant's continuing operations: see (b)(2)(iv)
above.
(b)(2)(vi) Causes for any material changes from period to
period in one or more line items: The Registrant entered into a
lease for occupancy of new office space in mid-May, 1996, which
will increase its rental expense line item by approximately $1,100
per month over that shown in the Registrant's 10-K for 1995 and
over that shown in the financial statements accompanying this Form
10-QSB.
(b)(2)(vii) Seasonal aspects that had a material effect on the
financial condition or results of operations: None during the
reporting period to which this Form 10-QSB relates; however,
revenues during the summer season are traditionally lower in south
Florida than during the fall, winter and spring. The Registrant
expects that the increase in its physician customer base will
offset any seasonal revenue loss during the summer of 1996.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities.
NONE
Item 3. Defaults Upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Securities Holders
NONE
Item 5. Other Information.
A contract for the acquisition of all outstanding shares of
common stock ("Stock Purchase Agreement") of a closely held
Connecticut corporation known as United Laser Systems, Inc.
("ULS"), which is the successor corporation to United Laser
Systems, LLC, was signed by the Registrant on April 25, 1996.
Disclosure of the details of this acquisition was filed with the
Securities and Exchange Commission via Form 8-K dated May 14, 1996,
which is hereby incorporated into this Form 10-QSB by this
reference. The closing of the Stock Purchase Agreement is expected
to close on or about June 30, 1996. Also, the Registrant entered
into an agreement with Windridge Yacht Charters, Inc., a closely
held Florida corporation, for the investment by Windridge Yacht
Charters, Inc. of $50,000 for the purchase of a total of 33,334
shares of such common stock at a price of $1.50 per share and for
the repurchase of such shares by the Registrant at a price of $2.00
per share at the option of the said investor on or before September
15, 1996. The stock purchased by Windridge Yacht Charters, Inc. is
restricted under Rule 144 of the Rules and Regulations under the
Securities Act of 1933, as amended.
Item 6. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) Exhibits:
Articles of Incorporation
Bylaws
Quarterly unaudited financial statements
(b) Reports on form 8-K:
Registrant filed one report on Form 8-K during the quarter
for which this report is filed, which reported a change of control
and plan of merger and share exchange between the Registrant and a
closely held Florida corporation known as Physicians Laser Services
of Florida, Inc. Full details of the events reported in the Form
8-K had been previously reported in the Registrant's Form 10-K for
fiscal year ended December 31, 1995. The date of the filing of the
Form 8-K was March 11, 1996.
SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed in its name and on its behalf in the City
of Boca Raton, State of Florida on this 22nd day of May, 1996.
Physicians Laser Services, Inc.
f/k/a Ex-Cel Resources, Inc.
By:/s/ Raymond F. Stack, president<PAGE>
EXHIBIT A - BYLAWS
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE.--The registered office shall be
established and maintained at the office of the United States
Corporation Company, in the City of Dover, in the County of Kent,
in the State of Delaware, and said corporation shall be the
registered agent of this corporation in charge thereof.
SECTION 2. OTHER OFFICES.--The corporation may have other
offices, either within or without the State of Delaware, at such
place or places as the Board of Directors may from time to time
appoint or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS.--Annual meetings of stockholders,
for the election of directors and for such other business as may be
stated in the notice of the meeting, shall be held at such place
either within or without the State of Delaware, and at such time
and date as the Board of Directors, by resolution, shall determine
and as set forth in the notice of meeting. In the event the Board
of Directors fails to so determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the
registered office of the corporation in Delaware during the first
week of June.
If the date of the annual meeting shall fall upon a legal
holiday, the meeting shall be held on the next succeeding business
day. At each annual meeting, the stockholders entitled to vote
shall elect a Board of Directors and they may transact such other
corporate business as shall be stated in the notice of the meeting.
SECTION 2. OTHER MEETINGS.--Meetings of stockholders for any
purpose other than the election of directors may be held at such
time and place, within or without the State of Delaware, gas shall
be stated in the notice of the meeting.
SECTION 3. VOTING.--Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation and
in accordance with the provision of these By-Laws shall be entitled
to one vote, in person or by proxy, for each share of stock
entitled to vote held by such stockholder but no proxy shall be
voted after three years from its date unless such proxy provides
for a longer period. Upon the demand of any stockholder, the vote
for directors and the vote upon any question before the meeting,
shall be by ballot. All elections for directors shall be decided
by plurality vote; all other questions shall be decided by majority
vote except as otherwise provided by the Certificate of
Incorporation or the laws of the State of Delaware.
A complete list of stockholders entitled to vote at the
ensuing election, arranged in alphabetical order, with the address
of each, and the number of shares held by each, shall be open to
the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
SECTION 4. QUORUM.--Except as otherwise required by Law, by
the Certificate of Incorporation or by these By-Laws, the presence,
in person or by proxy, of stockholders holding a majority of the
stock of the corporation entitled to vote shall constitute a quorum
at all meetings of the stockholders. In case a quorum shall not be
present at any meeting, a majority in interest of the stockholders
entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until the requisite amount
of stock entitled to vote shall be present. At any such adjourned
meeting at which the requisite amount of stock entitled to vote
shall be represented, any business may be transacted which might
have been transacted at the meeting as originally noticed, but only
those stockholders entitled to vote at the meeting as originally
noticed shall be entitled to vote at any adjournment or
adjournments thereof.
SECTION 5. SPECIAL MEETINGS.--Special meetings of the
stockholders for any purpose or purposes may be called by the
President or Secretary, or by resolution of the directors.
SECTION 6. NOTICE OF MEETINGS.--Written notice, stating the
place, date and time of the meeting, and the general nature of the
business to be considered, shall be given to each stockholder
entitled to vote thereat at his address as it appears on the
records of the corporation, not less than ten nor more than sixty
days before the date of the meeting. No business other than that
stated in the notice shall be transacted at any meeting without the
unanimous consent of all the stockholders entitled to vote thereat
SECTION 7. ACTION WITHOUT MEETING.--Unless otherwise provided
by the Certificate of Incorporation, any action required to be
taken at any annual or special meeting of stockholders, or any
action which may be taken at any annual or special meeting, may be
taken without a meeting, without prior notice and without a vote,
if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented
in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM.--The number of directors shall be
three. The directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve until his
successor shall be elected and shall qualify. Directors need not
be stockholders.
SECTION 2. RESIGNATIONS.--Any director, member of a committee
or other officer may resign at any time. Such resignation shall be
made in writing, and shall take effect at the time specified
therein, and if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall
not be necessary to make it effective
SECTION 3. VACANCIES.--If the office of any director, member
of a committee or other officer becomes vacant, the remaining
directors in office, though less than a quorum by a majority vote,
may appoint any qualified person to fill such vacancy, who shall
hold office for the unexpired term and until his successor shall be
duly chosen.
SECTION 4. REMOVAL.--Except as hereinafter provided, any
director or directors may be removed either for or without cause at
any time by the affirmative vote of the holders of a majority of
all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for the purpose and the
vacancies thus created may be filled, at the meeting held for the
purpose of removal, by the affirmative vote of a majority in
interest of the stockholders entitled to vote.
Unless the Certificate of Incorporation otherwise provides,
stockholders may effect removal of a director who is a member of a
classified Board of Directors only for cause. If the Certificate
of Incorporation provides for cumulative voting and if less than
the entire board is to be removed, no director may be removed
without cause if the votes cast against his removal would be
sufficient to elect him if then cumulatively voted at an election
of the entire Board of Directors, or, if there be classes of
directors, at an election of the class of directors of which he is
a Part.
If the holders of any class or series are entitled to elect
one or more directors by the provisions of the Certificate of
Incorporation, these provisions shall apply, in respect to the
removal without cause of a director or directors so elected, to the
vote of the holders of the outstanding shares of that class or
series and not to the vote of the outstanding shares as a whole.
SECTION 5. INCREASE OF NUMBER.--The number of directors may
be increased by amendment of these By-Laws by the affirmative vote
of a majority of the directors, though less than a quorum, or by
the affirmative vote of a majority in interest of the stockholders,
at the annual meeting or at a special meeting called for that
purpose, and by like vote, the additional directors may be chosen
at such meeting to hold office until the next annual election and
until their successors are elected and qualify.
SECTION 6. POWERS.--The Board of Directors shall exercise all
of the powers of the corporation except such as are by law, or by
the Certificate of Incorporation of the corporation, or by these
By-Laws conferred upon or reserved to the stockholders.
SECTION 7. COMMITTEES.--The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board,
designate one or more committees, each committee to consist of two
or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of
any member of such committee or committees, the member of members
thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution
of the Board of Directors, or in these By-Laws, shall have and may
exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority
in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially
all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the By-Laws of the corporation; and,
unless the resolution, these By-Laws, or the Certificate of
Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the
issuance of stock.
SECTION 8. MEETINGS.--The newly elected directors may hold
their first meeting for the purpose of organization and the
transaction of business, if a quorum be present, immediately after
the annual meeting of the stockholders; or the time and place of
such meeting may be fixed by consent in writing of all the
directors.
Regular meetings of the directors may be held without notice
at such places and times as shall be determined from time to time
by resolution of the directors.
Special meetings of the Board may be called by the President
or by the Secretary on the written request of any two directors on
at least two day's notice to each director and shall be held at
such place or places as may be determined by the directors, or as
shall be stated in the call of the meeting.
Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, members of the Board of Directors,
or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any
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 such
participation in a meeting shall constitute presence in person at
the meeting.
SECTION 9. QUORUM.--A majority of the directors shall
constitute a quorum for the transaction of business. If at any
meeting of the Board there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice need be given
other than by announcement at the meeting which shall be so
adjourned.
SECTION 10. COMPENSATION.--Directors shall not receive any
stated salary for their services as directors or as members of
committees, but by resolution of the Board a fixed fee and expenses
of attendance may be allowed for attendance at each meeting.
Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.
SECTION 11. ACTION WITHOUT MEETING.--Any action required or
permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting, if prior
to such action 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.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS.--The officers of the corporation shall
be a President, a Treasurer and a Secretary, all of whom shall be
elected by the Board of Directors and who shall hold office until
their successors are elected and qualified. In addition, the Board
of Directors may elect a Chairman, one or more Vice Presidents and
such Assistant Secretaries and Assistant Treasurers as they may
deem proper. None of the officers of the corporation need be
directors. The officers shall be elected at the first meeting of
the Board of Directors after each annual meeting. More than two
offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS.--The Board of Directors
may appoint such other officers and agents as it may deem
advisable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.
SECTION 3. CHAIRMAN.--The Chairman of the Board of Directors,
if one be elected, shall preside at all meetings of the Board of
Directors and he shall have and perform such other duties as from
time to time may be assigned to him by the Board of Directors
SECTION 4. PRESIDENT.--The President shall be the chief
executive officer of the corporation and shall have the general
powers and duties of supervision and management usually vested in
the office of President of a corporation. He shall preside at all
meetings of the stockholders, if present thereat, and in the
absence or non-election of the Chairman of the Board of Directors,
at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the
corporation. Except as the Board of Directors shall authorize the
execution thereof in some other manner, he shall execute bonds,
mortgages and other contracts in behalf of the corporation, and
shall cause the seal to be affixed to any instrument requiring it
and when so affixed the seal shall be attested by the signature of
the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.
SECTION 5. VICE PRESIDENT.--Each Vice-President shall have
such powers and shall perform such duties as shall be assigned to
him by the directors.
SECTION 6. TREASURER.--The Treasurer shall have the custody
of the corporate funds and securities and shall keep full and
accurate account of receipts and disbursements in books belonging
to the corporation. He shall deposit all moneys and other
valuables in the name and to the credit of the corporation in such
depositaries as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as
may be ordered by the Board of Directors or the President, taking
proper vouchers for such disbursements. He shall render to the
President and the Board of Directors at the regular meetings of the
Board of Directors, or whenever they may request it, an account of
all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall
give the corporation a bond for the faithful discharge of his
duties, in such amount and with such surety as the Board shall
prescribe.
SECTION 7. SECRETARY.--The Secretary shall give, or cause to
be given, notice of all meetings of stockholders and directors, and
all other notices required by law or by these By-Laws, and in case
of his absence or refusal or neglect so to do, any such notice may
be given by any person thereunto directed by the President, or by
the directors, or stockholders, upon whose requisition the meeting
is called as provided in these By-Laws. He shall record all the
proceedings of the meetings of the corporation and of the
directors, in a book to be kept for that purpose, and shall perform
such other duties as may be assigned to him by the directors or by
the President. He shall have the custody of the seal of the
corporation and shall affix the same to all instruments requiring
it, when authorized by the directors or the President, and attest
the same
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES --
Assistant Treasurers and Assistant Secretaries, if any, shall be
elected and shall have such powers and shall perform such duties as
shall be assigned to them, respectively, by the directors
ARTICLE V
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK.--Certificates of stock,
signed by the Chairman or Vice Chairman of the Board of Directors,
if they be elected, President or Vice President, and the Treasurer
or an Assistant Treasurer, or Secretary or an Assistant Secretary,
shall be issued to each stockholder certifying the number of shares
owned by him in the corporation. Any or all the signatures may be
facsimiles.
SECTION 2. LOST CERTIFICATES.--A new certificate of stock may
be issued in the place of any certificate theretofore issued by the
corporation, alleged to have been lost or destroyed, and the
directors may, in their discretion, require the owner of the lost
or destroyed certificate, or his legal representatives, to give the
corporation a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the corporation against
any claim that may be made against it on account of the alleged
loss of any such certificate, or the issuance of any such new
certificate.
SECTION 3. TRANSFER OF SHARES.--The shares of stock of the
corporation shall be transferable only upon its books by the
holders thereof in person or by their duly authorized attorneys or
legal representatives, and upon such transfer the old certificates
shall be surrendered to the corporation by the delivery thereof to
the person in charge of the stock and transfer books and ledgers,
or to such other person as the directors may designate, by whom
they shall be canceled, and new certificates shall thereupon be
issued. A record shall be made of each transfer and whenever a
transfer shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE.--In order that the
corporation may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix
a new record date for the adjourned meeting.
SECTION 5. DIVIDENDS.--Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of
funds legally available therefor at any regular or special meeting,
declare dividends upon the capital stock of the corporation as and
when they deem expedient. Before declaring any dividend there may
be set apart out of any funds of the corporation available for
dividends, such sum or sums as the directors from time to time in
their discretion deem proper for working capital or as a reserve
fund to meet contingencies or for equalizing dividends or for such
other purposes as the directors shall deem conducive to the
interests of the corporation.
SECTION 6. SEAL.--The corporate seal shall be circular in
form and shall contain the name of the corporation, the year of its
creation and the words "CORPORATE SEAL DELAWARE". Said seal may be
used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
SECTION 7. FISCAL YEAR.--The fiscal year of the corporation
shall be determined by resolution of the Board of Directors.
SECTION 8. CHECKS.--All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such
officer or officers, agent or agents of the corporation, and in
such manner as shall be determined from time to time bs resolution
of the Board of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE.--Whenever any notice
is required by these By-Laws to be given, personal notice is not
meant unless expressly so stated, and any notice so required shall
be deemed sufficient if given by depositing the same in the United
States mail, postage prepaid, addressed to the person entitled
thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on
the day of such mailing. Stockholders not entitled to vote shall
not be entitled to receive notice of any meetings except as
otherwise provided by Statute.
Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate
of Incorporation of the corporation or these By-Laws, 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 VI
AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be
made at any annual meeting of the stockholders or at any special
meeting thereof if notice of the proposed alteration or repeal of
By-Law or By-Laws to be made be contained in the notice of such
special meeting, by the affirmative vote of a majority of the stock
issued and outstanding and entitled to vote thereat, or by the
affirmative vote of a majority of the Board of Directors, at any
regular meeting of the Board of Directors, or at any special
meeting of the Board of Directors, if notice of the proposed
alteration or repeal, or By-Law or By-Laws, to be made, be
contained in the notice of such special meeting.
<PAGE>
EXHIBIT B - CHARTER
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AN 12/29/1995
960050876 - 949433
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER
EX-CEL RESOURCES, INC., a corporation organized under the
laws of Delaware, the charter of which was voided for non-payment
of taxes, now desires to procure a restoration, renewal and revival
of its charter, and hereby certifies as follows;
1. The name of this corporation is EX-CEL RESOURCES, INC.
2. Its registered office in the State of Delaware is
located at 3 Christina Center, 201 N. Walnut Street, City of
Wilmington zip code 19801 County of newcastle, and the name and
address of its registered agent is THE COMPANY CORPORATION, 3
Christina Center, 201 N. Walnut Street, Wilmington, DE 19801.
3. The date of filing of the original Certificate of
Incorporation in Delaware was December 7, 1982.
4. The date when restoration, renewal and revival of
charter of this company is to commence is the 28th day of February,
1996 being prior to the date of the expiration of the charter.
This renewal and revival of charter of this corporation is to be
perpetual.
5. This corporation was duly organized and carried on the
business authorized by its charter until the 1st day of March A.D.,
1995, at which time its charter became inoperative and void for
non-payment of taxes and this certificate for renewal and revival
is filed by authority of the duly elected directors of the
corporation in accordance with the laws of the state of Delaware.
IN WITNESS WHEREOF, the corporation has caused this certificate to
be signed by an authorized officer this 21st day of February, A.D.
1996.
By: /s/ Raymond F. Stack
authorized officer<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AN 12/29/1995
950312298 - 949433
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
OF Ex-Cel Resources, Inc.
Pursuant to the provisions of the Delaware General
Corporation Act, the undersigned officer of Ex-Cel Resources, Inc.
(the "Corporation") does hereby execute, in the name and on behalf
of the Corporation, the following Articles of Amendment to the
Corporation's Articles of Incorporation, which amendment was
approved by the affirmative vote of the shareholders and directors
of the Corporation on the 4th day of October, 1995:
1. The Articles of Incorporation are hereby amended for
the purpose of changing the name of the corporation from Ex-Cel
Resources, Inc. to "Physicians Laser Services, Inc."
2. The Articles of Incorporation, as hereby amended, shall
remain in full force and effect in all other particulars.
3. These Articles of Amendment have been adopted and
approved by the affirmative vote of the registered owners of a
majority of all issued and outstanding common stock of the
Corporation, and the number of votes cast in favor of the amendment
specified in these Articles of Amendment was sufficient for
approval by said owners of the common stock. These Articles of
Amendment have also been approved by unanimous consent of the
directors of the Corporation on the 4th day of October, 1995 and
shall take effect immediately.
IN WITNESS WHEREOF, these Articles of Amendment have been
executed in the name and on behalf of Ex-Cel Resources, Inc. by its
undersigned president and its undersigned secretary this 4th day
of October, 1995.
Ex-Cel Resources, Inc.
By:/s/ Raymond F. Stack, president
[seal]
Attest:
/s/ Frank R. Brady, Esq.
assistant secretary of the corporation<PAGE>
EXHIBIT C - UNAUDITED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
March 31, 1996
Current Assets:
Cash in banks and on hand $ 8,039
Accounts receivable 10,959
prepaid interest 58,949
Total current assets 77,947
Fixed assets, net of accumulated
depreciation of $44,029 163,085
Other assets:
Security deposits 11,233
TOTAL ASSETS: $252,265
Current liabilities:
Current maturities of
long term debt $ 32,200
Current maturities of
capitalized leases 71,439
Accounts payable and
accrued expenses 30,167
Total Current Assets $133,806
Long Term Debts:
Long term debt, net of
current maturities 111,893
Long term capitalized leases
net of current maturities 78,956
Total Long Term Debts 190,849
Shareholders' Equity
Common stock 41,611
Paid in capital 40,084
Retained earnings (deficit) (154,085)
Total shareholders' equity (72,390)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $252,265
<PAGE>
CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1996
Revenues $84,800
Operating expenses:
Wages $ 34,232
Professional fees 14,770
Interest 10,082
Depreciation 12,714
Insurance 9,207
Equipment leases 23,259
Truck rental 1,166
Office expenses 571
Telephone 3,170
Advertising 2,870
Auto and van expense 2,807
Equipment repairs 9
Rent 831
Travel and entertainment 3,157
Laser supplies 715
bank charges 46
Bad debts 2,789
Dues and subscriptions 69
Miscellaneous expenses 910
Repairs and maintenance 2,208
Payroll taxes 5,051
corporate expenses 3,126
Contributions 636
Total operating expenses 134,396
Net (loss) from operations (49,596)
