UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the quarterly period ended March 31, 2000
TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to _____________
Commission file number 000-13337
Buy It Cheap.com, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 22-2497491
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1800 Bloomsbury Avenue, Ocean, NJ 07712
(Address of principal executive offices)
732-922-3609
(Issuer's telephone number)
Northeast (USA) Corp. (name change only)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes ___ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 8,590,802 shares of Common
Stock, $.001 par value per share, at April 21, 2000.
Transitional Small Business Disclosure Format (check one): Yes ___ No X
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements of Buy It Cheap.com, Inc. (unaudited)
Balance Sheet as of March 31, 2000 and June 30, 1999
Statements of Loss for the three and nine months ended March 31,
1999 and 2000
Statements of Cash Flows for the nine months ended March 31, 2000
Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
BUY IT CHEAP.COM, INC.
(A Development Stage Company)
Balance Sheets
As of
March 31, 2000 June 30, 1999
Assets
Current assets:
<S> <C> <C>
Cash 69,668 1,031
Other current assets 29,790 --
------- ------
Total current assets 99,458 1,031
------- ------
Investment in and net advances to
joint venture 620,535 620,535
Reserve against investment in and
net advances to joint venture (620,535) (620,535)
Computer equipment 3,515 --
Investment in website 28,640 --
Goodwill 179,377 --
--------- -------
Total assets $ 310,990 $ 1,031
========= ========
Liabilities and Equity
Current liabilities:
Accounts payable 155,175 184,627
Due to officers and directors 5,559 5,559
-------- --------
Total current liabilities 160,734 190,186
-------- --------
Convertible Note Payable 16,198 --
-------- --------
Total liabilities 176,932 190,186
-------- --------
Stockholders' equity:
Preferred stock - Series C, $.001 par 10 10
Authorized - 2,000,000 shares
Issued and outstanding -
10,000 shares
Common stock - $.001 par 8,591 7,158
Authorized - 20,000,000 shares
Issued and Outstanding - 8,590,802
Common Stock Subscribed 75,000 --
Paid in capital 2,857,206 2,566,856
Treasury stock (751,100) (751,100)
Deficit, including $(43,570)
deficit accumulated
during the development
stage (2,055,649) (2,012,079)
----------- -----------
Total stockholders' equity 134,058 (189,155)
----------- -----------
Total Liabilities and Equity $ 310,990 $ 1,031
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BUY IT CHEAP.COM, INC.
(A Development Stage Company)
Statements of Loss
For the three months ended For the nine months ended
March 31, March 31,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Sales Revenues $ -- $ -- $ -- $ --
-------- -------- ------ -------
For the three months ended
-------- -------- ------ -------
Direct operating costs 3,600 -- 3,600 --
General and administrative expenses (1) 8,282 -- 39,970 --
Net loss before discontinued operations (11,882) -- (43,570) --
---------- --------- -------- --------
Net loss from discontinued operations -- (162) -- (483)
Net loss $ (11,882) $ (162) $(43,570) (483)
========= ======== ========= =========
Net loss per share $ -- $ -- $ (.01) $ --
========= ======== ========= =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BUY IT CHEAP.COM,INC.
Statements of Cash Flows
For the nine months ended March 31,
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net loss 43,570 (483)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities
Accounts payable 9,322 --
Other ( 1,000) --
--------- ----------
Net cash used by operating activities 35,248 (483)
--------- ----------
Cash flows from investing activities:
Collection of notes receivable 35,000 --
Investment in website ( 2,600) --
Investment in computer equipment (3,515) --
--------- ----------
28,885 --
--------- ----------
Cash flows from financing activities:
Sale of Common Stock 75,000 --
--------
Net increase (decrease) in cash 68,637 (483)
Cash at beginning of period 1,031 1,102
-------- ----------
Cash at end of period $ 69,668 $ 619
======== =========
Supplemental Schedule of Non-Cash Investing and Financing Activities
Nets assets purchased for common
stock in acquisition $102,510
Website costs financed by accounts payable 6,790
Reduction in accounts payable by issuance
of common stock and convertible note 26,090
------
Total Non-Cash Investing
and Financing Activities $135,390
=======
</TABLE>
<PAGE>
Buy It Cheap.com, Inc.
(A Development Stage Company)
Notes to Financial Statements
Financial Statements
The Balance Sheets, Statements of Loss, and Statements of Cash Flows for all
periods reported herein have been prepared by Buy It Cheap.com, Inc., (the
"Company"), without audit. The financial statements reflect all adjustments of a
normal recurring nature, which are, in the opinion of management, necessary to a
fair statement of the results for the interim periods presented.
Nature of Business
The Company is a Delaware corporation. The Company has had limited business
operations for the past 33 months. Its current business plan includes Internet
retailing. All operations prior to June 30, 1999 have been classified as
discontinued.
Summary of Significant Accounting Policies
Basis of Presentation
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has incurred losses
and has no current source of revenues or funds and has a working capital deficit
as of March 31, 2000. In addition, the Company, as a result of its acquisition
of Buy It Cheap.com, Inc. (a development stage company, See Note on Acquisition)
will require additional funds to finance the combined operations. The Company's
continued existence is dependent upon its ability to secure adequate financing.
The Company plans to raise capital for the combined entity in the future;
however, there are no assurances that such plan will be successful. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
Joint Venture
The Company, in 1992 formed a joint venture agreement with the Northeast General
Pharmaceutical Factory ("NEGPF") a government-owned pharmaceutical concern in
Shenyang, China, whereby both companies established a joint venture company in
China. Each of the Company and NEGPF were to have contributed certain assets to
the joint venture. The Company was to have contributed $2.1 million in cash and
$1.15 million in technology for a total capital contribution of $3.25 million.
NEGPF was to have contributed $750,000 in cash and a land-use right valued at
$1.75 million for a total contribution of $2.5 million. Based upon the amount of
contribution, the Company owned 56.52% of the joint venture and NEGPF owned
43.48%. To date, the Company has contributed $1 million of cash and has
contributed the technology. NEGPF has contributed $750,000 of cash but has not
contributed the land-use right. The joint venture had only limited start-up
operations and operations effectively based in 1997 due to lack of funding. The
Company has communicated with NEGPF that it no longer has any interest in the
joint venture. As such the Company has reserved $620,535 against the investment
in and net advances to the joint venture.
<PAGE>
Net Loss Per Common Share
The weighted average number of common shares outstanding used in computing net
loss per common share was 7,158,407 for all 1999 periods included herein,
8,558,407 for the three month period ended March 31, 2000 and 7,952,156 for the
nine month period ended March 31, 2000. The weighted average number of common
shares used in computing the net loss per common share does not include any
shares issuable upon the assumed conversion of the preferred stock (see Note on
Preferred Stock), since the effect would be anti-dilutive.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the basis of assets and liabilities for
financial and income tax reporting. The deferred tax assets and liabilities
represent the future tax return consequences of those differences, which will
either be taxable or deductible when the assets or liabilities are recovered or
settled. Deferred taxes also are recognized for operating losses that are
available to offset future federal and state income taxes. As of the last fiscal
year ended June 30, 1999, the Company had a net operating loss carryforward of
$423,678 which expires in years through 2019.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Preferred Stock
In May 1994, the Company sold 275,000 shares of its newly designated Series C
convertible preferred stock, $.001 par value, for an aggregate amount of
$825,000 to a group of private investors. Except for $10,000 (representing
30,000 shares) of the preferred stock, all had been converted according to their
terms prior to July 1, 1998. The Company has the right to redeem the share at
$4.50 per share. The shares carry a stated dividend rate of 8% per annum.
Dividends are cumulative and are payable quarterly. No cash dividends have ever
been paid. Some former preferred shareholders (prior to or simultaneous with
their conversion) have accepted shares of the Company's stock in lieu of cash
dividends. Those that did not accept shares of stock for dividends and those
that did not covert their preferred shares are owed a total of $107,000 of
dividend arrearages at March 31, 2000.
Convertible Note Payable
During the current quarter, the Company entered into an agreement with one of
its creditors whereby the amount of the creditor's claim ($32,395) was settled
through the issuance of 32,395 of the Company's common shares and a non-interest
bearing convertible note for $16,198. The note is due on December 31, 2001 and
is convertible into 32,395 shares of the Company's common stock prior to that
date.
Stock Option Plan
On February 16, 2000, the Company's Board of Directors approved the adoption of
a stock option plan and granted options for the purchase of 1 million of the
Company's shares at an exercise price of $1.3125 per share (fair market value at
date of grant). The adoption of the plan must be approved by a vote of
stockholders, and such action by the Board in relation to the stock option plan
is contingent upon such stockholder approval.
Acquisition
On August 5, 1999, the Company's Board of Directors duly adopted a resolution
approving the acquisition of Buy It Cheap.com, Inc. (a development stage
company, "BUY"). Approval of the merger by the Company's shareholders was not
required. The directors and shareholders of BUY approved the merger on September
16, 1999. BUY was a start-up company formed by two directors of the Company to
operate a discount Internet retailing business. Based upon the final pre-merger
asset value of BUY, BUY stockholders received 1,400,000 shares of the Company's
common stock in accordance with the terms of the Agreement and Plan of Merger,
dated October 27, 1999, by and between the Company and BUY. The merger was
consumatted on October 27, 1999 and became effective on November 3, 1999. The
Company recorded the acquisition at a purchase price of approximately $282,000
(the market value of the Company's common stock at the date of the Board's
approval of the acquisition) and recorded goodwill from the transaction in the
amount of $179,377.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
Buy It Cheap.com, Inc. (the "Company") has had virtually no operations during
its past two fiscal years, ended June 30, 1998 and 1999. The minimal operations
during these periods have all been classified as discontinued for financial
statement purposes. During the latter part of the 1999 fiscal year, the
Company's management made the decision to enter the Internet retailing business.
The Company believed that it could raise some seed investment capital by the
formation of a start-up Internet retailing company that would later merge into
the Company. An officer and director and a director of the Company formed Buy It
Cheap.com, Inc., a Delaware corporation ("BUY") for the purpose of raising seed
capital and starting an Internet retailing business, then merging BUY into the
Company. On August 5, 1999, the Company's Board of Directors approved a merger
with BUY. The approval of the Company's shareholders was not required. The
directors and shareholders of BUY approved the merger on September 16, 1999. The
merger was consummated on October 27, 1999 and effective on November 3, 1999.
Pursuant to the terms of the merger, the Company issued 1,400,000 shares of its
common stock in exchange for all of the issued and outstanding shares of BUY.
The Company has filed an amendment to its Certificate of Incorporation to
change its name to Buy It Cheap.com, Inc.
The Company has expended approximately $60,000 in funds necessary to (1)
recommence filing its required periodic reports under the Securities Exchange
Act of 1934, as amended, (2) reinstate its corporate charter and pay back
franchise taxes in Delaware, (3) file federal and state tax returns up to date,
(4) reinstate its stock transfer agent, and (5) permit its website to become
operational. The Company, after expending funds for these purposes, and after
the receipt of $75,000 in funds in March 2000 pursuant to a stock subscription,
has at April 15, 2000, approximately $100,000 in liquid assets available for
future operations.
The Company, over the next few months plans to continue development of its
Internet retailing business on its website, Buyitcheap.com. This development
will primarily include further automation of the order taking and fulfillment
processes and the offering of additional merchandise on the website. While the
Company's upgraded website became functional during the current quarter it has
not yet promoted it. The Company, as of April 21, 2000, has obtained suppliers
with merchandise in the electronics, luggage, giftware and telecommunications
lines. The Company is currently negotating with several other suppliers,
including some in the health and beauty aid lines. The Company's objective is to
offer name brand merchandise at prices lower than commonly available. In some
cases, this may involve discontinued and closeout merchandise. The Company does
not plan to purchase or inventory any merchandise itself. Customers will
typically order from the Company's website and have their credit card charged by
the Company. The Company then directs the order to the applicable supplier who
ships directly to the customer. A transfer of funds is made from the Company to
the supplier for the merchandise. The Company earns a profit on the amount that
it had marked up the merchandise. The Company currently does not charge
suppliers for the placement of merchandise on the Company's website.
<PAGE>
During this period of initial development of its website, the Company will keep
its operating overhead at minimal levels. Two members of the Company's
management have agreed to perform services without further compensation until
such time as cash flow from sales permits or the Company is able to obtain
additional financing. The Company will temporarily operate from the offices of
these individuals without rental charge. As such, the Company believes that its
current cash balance will be sufficient for this first phase of its business
development. Since the Company currently has minimal fixed operating expenses,
its current cash balance would be sufficient for it to operate for the next
twelve months. However, the Company needs to move to the next phase of its
development, and it may seek additional cash for this purpose.
As noted above, the Company has not yet prmoted its website. This is due to its
limited resources and because it does not believe that it has sufficient
merchandise with which to attract and interest web shoppers. By the end of its
fiscal year, the Company's objective will be to have proven the viability of its
website in both concept and functionality, and being able to offer a sufficient
variety of merchandise. The Company is currently seeking a $1 - $2 million
private placement of its common stock with which to launch advertising and
promotion at that time. This will also permit the Company to expand its business
by: (1) hiring personnel experienced in merchandising and Internet retailing and
(2) funding increased operating overhead as the business expands. Once the
Company has shown the viability of its business model, it will seek a secondary
offering in the $10 to $20 million range to lauch growth. There can, however, be
no assurances that the Company will be successful in raising capital through a
private placement and/or accomplishing a secondary offering.
Disclosure Regarding Forward Looking Statements
This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, that are based
on the beliefs of the Company's management as well as assumptions made by and
information currently available to the Company's management. When used in this
Quarterly Report on Form 10-QSB Report, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should,"
"will," the negative thereof and similar expressions are intended to identify
forward-looking statements.
Forward-looking statements are inherently subject to risks and uncertainties,
many of which cannot be predicted with accuracy and some of which might not even
be anticipated. Future events and actual results, financial and otherwise, could
differ materially from those set forth in or contemplated by the forward-looking
statements contained herein. Important factors that could contribute to such
differences include, but are not limited to, the fact that the Company is in the
early stages of developing its Internet retailing business, the Company's
dependence on growth of the Internet, rapid technological changes in the market,
the effect of substantial competition in the Internet retail market, the effect
of changes in governmental regulation of the Internet and the effect of general
economic and market conditions. Other factos may be described from time to time
in the Company's other filings with the Securities and Exchange Commission, news
releases and other communications. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. The Company does not undertake any obligation to release publicly any
revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements set forth above and contained elsewhere in
this Quarterly Report on Form 10-QSB.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
2.1(a) Agreement and Plan of Merger among Celcor, Inc., Northeast
(USA) Corp., and the Stockholders of Northeast (USA) Corp.(4)
2.1(b) Agreement and Plan of Merger between Northeast (USA) Corp. and
Buy It Cheap.com, Inc. (5).
3.1 Certificate of Incorporation, as amended, of the Company
(1)(2)(3)(6)
3.2 By-laws of the Company
4.1 Certificate of Designations, Preferences and Rights of Series
C 8% Convertible Preferred Stock of Celcor, Inc.(4)
10.1 Promissory Notes between the Company and Buy It Cheap.com,
Inc.(6)
10.2 Joint Venture Contract between China Northeast Pharmaceutical
Company and U.S. Lyncroft Company (translated from the Chinese)
creating United Vitatech.(4)
10.3 Contract of Shenyang United Vitatech Pharmaceutical Ltd.
(translated from the Chinese)(4)
10.4 Regulations of Shenyang United Vitatech Pharmaceutical Ltd.
(translated from the Chinese)(4)
10.5 Agreement dated December 26, 1993 between Mannion Consultants
Ltd and Northeast (USA) Corp.(4)
27 Financial Data Schedule
______________
(1) Incorporated by reference to the Company's Registration
Statement on Form S-1, No. 294663.
(2) Incorporated by reference to the Company's Form 10-K for the
year ended June 30, 1986. (File No. 000-13337).
<PAGE>
(3) Incorporated by reference to the Company's Registration
Statement on Form S-1, No. 3312084.
(4) Incorporated by reference to the Company's Form 10-KSB for
the year ended June 30, 1995. (File No. 000-13337)
(5) Incorporated by reference to the Company's 8-K dated
November 11, 1999.
(6) Incorporated by reference to the Company's 10-KSB for the
fiscal year ended June 30, 1999.
(b) None.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BUY IT CHEAP.COM, INC.
Date May 15, 2000 /s/Stephen E. Roman, Jr.
____________________________
Signature
Stephen E. Roman, Jr.
President
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Page Number
3.2 By-laws of the Company
27 Financial Data Schedule
BY-LAWS
OF
CELLUFONE CORPORATION
(a Delaware corporation)
_____________________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the corporation shall be signed by, or or in the name of, the corporation by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a Vice-President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer or any uncertificated shares, the
corporation shall send to the registered owner thereof the written notice
prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specific date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.
<PAGE>
4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by certificates, on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining 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 the 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 directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If no record date
is fixed, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
date next preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceeding the day on which the meeting
is held; the record date for determining stockholders entitled to express
consent to corporate acrion in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed; and the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any 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.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a wavier thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.
7. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registerd office of the corporation in the State of
Delaware.
- CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall, (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a
<PAGE>
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, personally
or by mail, not less than ten days nor more than sixty days before the day of
the meeting, unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at his record address or at such other
address which he may have furnished by request in writing to the Secretary of
the corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence, and/or to another place, and if
an announcement of the adjourned time and/or place is made at the meeting, it
shall not be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice signed by him before or after the time stated therein. Attendance of a
stockholder at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, 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 regular or special meeting
of the stockholders need be specified in any written waiver of notice.
- STOCKHOLDER LIST. The officer who has charge of the stock ledger of
the corporation shall, prepare and make, at least ten day before every meeting
of stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list 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 palce within the city or other municipality or community 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. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.
- CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the Vice-Chairman of the Board, if any, the President, a Vice-President,
or, if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the stockholders. The Secretary of the corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the Chairman of the
meeting shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period. A duly executed proxy shall be irreovocable
if it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irreovcable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.
- INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but not need, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding threat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- QUORUM. The holders of a majority of the outstanding shares of stock
shall constitute a quorum at a meeting of stockholders for the transaction of
any business. The stockholders present may adjourn the meeeting despite the
absence of quorum.
<PAGE>
- VOTING. Each share of stock shall entitle the holder thereof to one
vote. In the election of directors, a plurality of the votes cast shall elect.
Any other action shall be authorized by a majority of the votes cast except
where the General Corporation Law prescribes a different percentage of votes
and/or a different exercise of voting power, and except as may be otherwise
prescribed by the provisions of the certificate of incorporation and these
By-Laws. In the election of directors, and for any other action, voting need not
be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, 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 II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporatiom shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of one person. Thereafter the number of
directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the number shall be one. The number
of directors may be increased or decreased by action of the stockholders or of
the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall be
elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their succesors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an annual meeting of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. In the
interim between annual meetings of stockholders or of special meetings of
stockholders called for the election of directors and/or for the removal of one
or more directors and for the filling of any vacancy in that connection, newly
created directorships and any vacancies in the Board of Directors, including
unfilled vacancies resulting from the removal of directors for cause or without
cause, may be filled by the vote of a majority of the remaining directors then
in office, although less than a quorum, or by the sole remaining director.
4. MEETINGS.
TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.
CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any director or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, 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 regular or special meeting of the directors need be specified in any
written waiver of notice.
QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum, except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the General
Corporation Law and these By-Laws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.
Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
<PAGE>
CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
General Corporation Law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.
6. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees, each committee
to consist of one 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 any such committee or
committees, the member or 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, shall have and
may exercise the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation with the exception of
any authority the delegation of which is prohibited by Section 141 of the
General Corporation Law, and may authorize the seal of the corporation to be
affixed to all papers which may require it.
7. WRITTEN ACTION. Any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, land the writing or writings are filed with the
minutes of proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a
Secretary, a Treasurer, and if deemed necessary, expedient, or desirable by the
Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing him, no officer other than the Chairman or Vice-Chairman of
the Board, if any, need to be a director. Any number of offices may be held by
the same person, as the directors may determine.
Unless otherwise provided in the resolution choosing him, each officer
shall be chosen for a term which shall continue until the meeting of the Board
of Directors following the next annual meeting of stockholders and until his
successor shall have been chosen and qualified.
<PAGE>
All officers of the corporation shall have such authority and perform
such duties in the management and operation of the corporation as shall be
prescribed in the resolutions of the Board of Directors designating and choosing
such officers and prescribing their authority and duties and shall have such
additional authority and duties, as are incident to their office except to the
extent that such resolutions may be inconsistent therewith. The Secretary or an
Assistant Secretary of the corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors, and committees
of directors, and shall exercise such additional authority and perform such
additional duties as the Board shall assign to him. Any officer may be removed,
with or without cause, by the Board of Directors. Any vacancy in any office may
be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors
shall prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BY-LAWS
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter or repeal
these By-Laws and the adopt new By-Laws may be exercised by the Board of
Directors or by the stockholders.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S FORM 10-QSB FOR THE NINE MONTHS ENDED MARCH 31,
2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000745651
<NAME> BUY IT CHEAP.COM, INC.
<MULTIPLIER> 1
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 69,668
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 99,458
<PP&E> 3,515
<DEPRECIATION> 0
<TOTAL-ASSETS> 310,990
<CURRENT-LIABILITIES> 160,734
<BONDS> 16,198
0
10
<COMMON> 8,591
<OTHER-SE> 125,457
<TOTAL-LIABILITY-AND-EQUITY> 310,990
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 43,570
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (43,570)
<INCOME-TAX> 0
<INCOME-CONTINUING> (43,570)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (43,570)
<EPS-BASIC> (.01)
<EPS-DILUTED> 0
</TABLE>
