SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(Mark One)
[ X ] Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended June 30, 1999
[ ] Transition report under section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ___________________ to ______________
Commission File Number 0-14919
VIDEOPLEX, INC.
(Name of small business issuer in its charter)
New Jersey
22-2485230
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5882 South 900 East, Suite 202, Salt Lake City, Utah
84121
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 801-269-9500
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common, No par value
(Title of class)
Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
The issuer's revenue for its most recent fiscal year was: $ -0-
The aggregate market value of the issuer's voting stock held as
of April 24, 2000, by non-affiliates of the issuers was $-0-.
There was no active trading market and no quote for Videoplex,
Inc. during fiscal year 1999, therefore the value is deemed to be
$-0-.
As of April 24, 2000, the issuer had 8,444,314 shares of its no
par value common stock outstanding.
Transitional Small Business Format: Yes [ ] No [ X ]
Documents incorporated by reference: None
<PAGE>
PART I
Item 1. Description of Business.
The Company was incorporated in the state of New Jersey on
August 29, 1983. Since 1993, the Company has not engaged in any
business operations. At the present time, the Company intends to
seek, investigate, and if warranted, acquire an interest in a
business opportunity. The Company does not propose to restrict
its search for a business opportunity to any particular industry
or geographical area and may, therefore, engage in essentially
any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities,
economic conditions and other factors.
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 judgment. There is no
assurance that the Company will be able to identify and acquire
any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.
The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has 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 the
consent, vote, or approval of the Company=s shareholders.
Sources of Opportunities
It is anticipated that business opportunities may be
available to the Company from various sources, including its
officers and directors, professional advisers, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people.
Although the Company does not anticipate engaging professional
firms specializing in business acquisitions or reorganizations,
if management deems it in the best interests of the Company, such
firms may be retained. In some instances, the Company may
publish notices or advertisements seeking a potential business
opportunity in financial or trade publications.
Criteria
The Company will not restrict its search to any particular
business, industry or geographical location. The Company may
acquire a business opportunity or enter into a business in any
industry and in any stage of development. The Company may enter
into a business or opportunity involving a Astart up@ or new
company. The Company may acquire a business opportunity in
various stages of its operation.
In seeking a business venture, the decision of management of
the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific
industry, management group, or product or industry, but will be
based upon the business objective of seeking long-term capital
appreciation in the real value of the Company.
In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial
and managerial resources; working capital and other financial
requirements; the history of operations, if any; prospects for
the future; the nature of present and expected competition; the
quality and experience of management services which may be
available and the depth of the management; the potential for
further research, development or exploration; the potential for
growth and expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, trade or
service marks, name identification; and other relevant factors.
Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.
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<PAGE>
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the
basis of that review, the legal structure or method of
participation deemed by management to be suitable will be
selected. Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction. The Company
may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization.
Procedures
As part of the Company's investigation of business
opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business
opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
conduct other reasonable measures.
The Company will generally request that it be provided with
written materials regarding the business opportunity containing
such items as a description of product, service 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 the prospective entity and
its affiliates; relevant analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.
Competition
The Company expects to encounter substantial competition in
its efforts to acquire a business opportunity. The primary
competition is from other companies organized and funded for
similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy
individuals.
Employees
The Company does not currently have any employees but relies
upon the efforts of its officers and directors to conduct the
business of the Company.
Item 2. Description of Property.
The Company does not own any property. The Company
currently utilizes office space, free of charge, from officers
and directors of the Company.
Item 3. Legal Proceedings.
The Company has several outstanding judgments on which it is
attempting to negotiate settlements. The judgments are as
follows:
World Fair Associates $11,299.42
Di-Tech, Inc. $2,620,47
Anixter Cable TV $28,588.20
Hudson United Bank $20,125.45
Copelco Credit Corporation $6,205.76
Additionally, the Company is negotiating a settlement with
the Internal Revenue Service and has an Offer in Compromise filed
for $2,000. The Internal Revenue Services has not yet responded
to the offer.
3
<PAGE>
Item 4. Submission of Matters to a Vote of Securities Holders.
No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
The Company's common stock is listed on the Over the Counter
Bulletin Board ("OTCBB"), under the symbol "VPLX". As of April
24, 2000, the Company had 753 shareholders holding 8,444,314
shares of common stock.
The following quotations, as provided by the National
Quotation Bureau, represent prices between dealers and do not
include retail markup, markdown or commission. In addition,
these quotations do not represent actual transactions.
CLOSING BID CLOSING ASK
HIGH LOW HIGH LOW
1998
First Quarter .001 .001 .05 .05
Second Quarter None None .05 .05
Third Quarter None None .05 .05
Fourth Quarter None None .05 .05
1999
First Quarter None None .05 .05
Second Quarter None None .05 .05
Third Quarter None None .05 .05
Fourth Quarter None None .05 .05
2000
First Quarter None None .05 .05
The Company has never declared a dividend on its Common
Stock. The Company has not paid, nor declared, any dividends
since its inception and does not intend to declare any such
dividends in the foreseeable future. The Company's ability to pay
dividends is subject to limitations imposed by New Jersey law.
Under New Jersey law, dividends may be paid to the extent that
the corporation's assets exceed its liabilities and it is able to
pay its debts as they become due in the usual course of business.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
The Company has $-0- cash .
The Company did not generate any revenue during fiscal year
1999. The Company has no material commitments for capital
expenditures for the next twelve months.
The Company believes that its current cash needs can be met
with advances from officers and directors for at least the next
twelve months. However, should the Company obtain a business
opportunity, it may be necessary to raise additional capital.
This may be accomplished by loans from the principals of the
Company, debt financing, equity financing or a combination of
financing options.
4
<PAGE>
Item 7. Financial Statements.
The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.
The following tables sets forth as of April 24, 2000, the
name, age, and position of each executive officer and director
and the term of office of each director of the Company.
Name Age Position Director or Officer Since
John Chymboryk 46 President and Director November 1999
Kip Eardley 40 Secretary/Treasurer January 2000
and Director
All Directors hold their positions for one year or until
their successors are duly elected and qualified. All officers
holds their positions at the will of the Board of Directors.
Set forth below is certain biographical information
regarding each of the Company's executive officers and directors:
John Chymboryk, President and Director. Mr. Chymboryk
received his bachelor's degree with an emphasis in accounting and
economics in 1982. Following graduation he worked for a large
international accounting firm until 1984. He then taught courses
in finance, marketing and management in the business departments
of a Community College from 1984 to 1992. Concurrent with his
teaching experience, Mr. Chymboryk operated an accounting
business that specialized in preparing financial statements, tax
returns and business plans for small businesses. Mr. Chymboryk
co-founded a company that specialized in marketing, customer
retention and management training. Mr. Chymboryk served as Vice
President and was responsible for the financial operations and in
developing and delivering management training. Mr. Chymboryk was
instrumental in designing and presenting the sales management
workshop that was contracted with Lexus, the Toyota Motor
Corporation luxury car line. In 1997, Mr. Chymboryk was
involved in designing, developing and implementing a new
application that assists companies in following up and retaining
their existing customer base.
Kip Eardley, Secretary/Treasurer and Director. Since 1989,
Mr. Eardley has been self employed as the president and owner of
Capital Consulting of Utah, Inc. which is a consulting firm to
various public and private companies. Mr. Eardley is also
president and director of Holmes Microsystems, Inc., a publicly
traded corporation.
To the knowledge of management, during the past five years,
no present or former director, executive officer or person
nominated to become a director or an executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or
any state insolvency law, nor had a receiver, fiscal agent
or similar officer appointed by a court for the business or
property of such person, or any partnership in which he was
a general partner at or within two years before the time of
such filing, or any corporation or business association of
which he was an executive officer at or within two years
before the time of such filing;
(2) was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding
5
<PAGE>
traffic violations or other minor offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities;
(i) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator,
floor broker, leverage transaction merchant, associated
person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment
company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in
any type of business practice; or (iii) engaging in any
activity in connection with the purchase or sale of any
security or commodity or in connection with any violation of
federal or state securities laws or federal commodities
laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal
or state authority barring, suspending, or otherwise
limiting for more than 60 days the right of such person to
engage in any activity described above under this Item, or
to be associated with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to
have violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated
(6) was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission
to have violated any federal commodities law, and the
judgment in such civil action or finding by the Commodity
Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
Item 10. Executive Compensation.
No compensation has been paid to any officer or director of
the Company in the past three years. There are no compensatory
plans or arrangements, including payments to be received from the
Company, with respect to any officers or directors of the Company
which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of
such person's employment with the Company, or any change in
control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth as of April 10, 2000, the
name and the number of shares of the Company's Common Stock, no
par value per share, held of record, or was known by the Company
to own beneficially, more than 5% of the 8,444,314 issued and
outstanding shares of the Company's Common Stock, and the name
and shareholdings of each director and of all officers and
directors as a group.
Title of Name and Address of Amount and Nature of Percentage of Class
Class Beneficial Owner Beneficial Ownership
Common John Chymboryk -0- -0-
5882 S. 900 E., Suite 202
Salt Lake City, UT 84121
Common Kip Eardley (1) -0- -0-
5882 S. 900 E., Suite 202
Salt Lake City, UT 84121
Common Theodore Leder 418,250 4.95%
8 Crystal Drive
Great Neck, NY 11021
6
<PAGE>
Common Societe Financiere 450,000 5.33%
37 Rue Notre-Dame
Luxembourg
Common Techniques Digitales 850,000 10.06%
Appliquees
Ala Video
Parc Industries Des Hauts Sarts
B-4400 Liege Belgium
Herstal Belgium
Common Officers, Directors and -0- -0-
Nominees as a Group:
2 persons
(1) Officer and/or director of the Company.
Item 12. Certain Relationships and Related Transactions.
The Company utilizes office space provided by the officers
and directors of the Company at no charge to the Company.
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended June 30, 1999.
Exhibits
Copies of the following documents are included as exhibits
to this report pursuant to Item 601 of Regulation S-B.
Exhibit SEC Ref. Title of Document Location
No. No.
1 (3)(i) Articles of Incorporation Attached
2 (3)(i) Articles of Amendment to the
Articles of Incorporation Attached
3 (3)(ii) By Laws Attached
4 (27) Financial Data Schedule Attached
7
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
VIDEOPLEX, INC.
Date: April 28, 2000 By:/s/ John Chymboryk
John Chymboryk
President
Date: April 28, 2000 By:/s/ Kip Eardley
Kip Eardley
Treasurer
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Date: April 28, 2000 By:/s/ John Chymboryk
John Chymboryk
Director
Date: April 28, 2000 By:/s/ Kip Eardley
Kip Eardley
Director
8
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
CONTENTS
PAGE
- Independent Auditors' Report 1
- Balance Sheet, June 30, 1999 2
- Statements of Operations, for the years ended
June 30, 1999 and 1998 and from the 3
re-entering of development stage on
July 1, 1994 through June 30, 1999
Statement of Stockholders' (Deficit), from
the re-entering of development stage on
July 1, 1994 through June 30, 1999 4
- Statements of Cash Flows, for the years ended
June 30, 1999 and 1998 and from the re-entering
of development stage on July 1, 1994 through
June 30, 1999 5
- Notes to Financial Statements 6 - 9
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
VIDEOPLEX, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Videoplex, Inc.
[a development stage company] at June 30, 1999, and the related
statements of operations, stockholders' (deficit) and cash flows
for the years ended June 30, 1999 and 1998 and for the period
from the re-entering of development stage on July 1, 1994 through
June 30, 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements audited by us present
fairly, in all material respects, the financial position of
Videoplex, Inc. [a development stage company] as of June 30, 1999
and the results of its operations and its cash flows for the
years ended June 30, 1999 and 1998 and for the period from the re-
entering of development stage on July 1, 1994 through June 30,
1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 6 to the financial statements, the company has no on-going
operations, has incurred substantial losses since its inception,
has liabilities in excess of assets and has no working capital.
These factors raise substantial doubt about its ability to
continue as a going concern. Management's plans in regards to
these matters are also described in Note 6. The financial
statements do not include any adjustments that might result from
the outcome of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
April 24, 2000
Salt Lake City, Utah
F-2
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
June 30,
1999
___________
CURRENT ASSETS:
Cash in bank $ -
___________
Total Current Assets -
___________
$ -
____________
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Liabilities of discontinued operations $ 181,825
___________
Total Current Liabilities 181,825
___________
STOCKHOLDERS' (DEFICIT):
Common stock, no par value, 10,000,000
shares authorized, 8,444,314 shares issued
and outstanding 2,509,474
Retained deficit (2,691,299)
Deficit accumulated during the development stage -
___________
Total Stockholders' (Deficit) (181,825)
___________
$ -
____________
The accompanying notes are an integral part of this financial statement.
F-3
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
Cumulative from
the Re-entering of
Development Stage
For the Year Ended on July 1,
June 30, 1994 through
______________________ June 30,
1999 1998 1999
__________ __________ ___________
REVENUE:
Sales $ - $ - $ -
__________ __________ __________
Total Revenue - - -
__________ __________ __________
EXPENSES:
General and administrative - - -
__________ __________ __________
Total Expenses - - -
__________ __________ __________
LOSS FROM OPERATIONS - - -
CURRENT INCOME TAXES - - -
DEFERRED INCOME TAX - - -
__________ __________ __________
DISCONTINUED OPERATIONS:
Loss from operations of marketing
and sales business subsidiary - - -
__________ __________ ___________
NET LOSS $ - $ - $ -
__________ __________ ___________
LOSS PER SHARE:
Loss from continuing
operations $ - $ - $ -
__________ __________ ___________
Total Loss Per Share $ - $ - $ -
__________ __________ ___________
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON
JULY 1, 1994 THROUGH JUNE 30, 1999
Deficit
Common Stock Accumulated
_____________________ During the
Retained Development
Shares Amount Deficit Stage
________________________________________________
BALANCE, July 1, 1994 8,444,314 $ 2,509,474 $(2,691,299) -
Net loss for the period ended
June 30, 1995 - - - -
________________________________________________
Balance, June 30, 1995 8,444,314 $ 2,509,474 $(2,691,299) -
Net loss for the year ended
June 30, 1996 - - - -
________________________________________________
BALANCE,June 30, 1996 8,444,314 2,509,474 (2,691,299) -
Net loss for the year ended
June 30, 1997 - - - -
________________________________________________
BALANCE, June 30, 1997 8,444,314 2,509,474 (2,691,299) -
Net loss for the year ended
June 30, 1998 - - - -
________________________________________________
BALANCE, June 30, 1998 8,444,314 2,509,474 (2,691,299) -
Net loss for the year ended
June 30, 1999 - - - -
________________________________________________
BALANCE, June 30, 1999 8,444,314 $ 2,509,474 $(2,691,299) -
________________________________________________
The accompanying notes are an integral part of this financial statement .
F-5
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
Cumulative from
the Re-entering of
Development Stage
For the Year Ended on July 1,
June 30, 1994 through
_______________________ June 30,
1999 1998 1999
________________________________________
Cash Flows From Operating Activities:
Net loss $ - $ - $ -
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
Increase in accounts payable - - -
________________________________
Net Cash (Used) by
Operating Activities - - -
________________________________
Cash Flows From Investing Activities:
- - -
________________________________
Net Cash (Used) by
Investing Activities - - -
________________________________
Cash Flows From Financing Activities:
- - -
________________________________
Net Cash Provided by
Financing Activities - - -
________________________________
Net Increase in Cash - - -
Cash at Beginning of the Year - - -
________________________________
Cash at End of the Year $ - $ - $ -
________________________________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing
Activities:
For 1999:
None
For 1998:
None
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Videoplex, Inc. (the Company) was organized under
the laws of the State of New Jersey on August 29, 1983. The
Company was formed to engage in the marketing and sales of the
"Videoplex" single screen multi-presentation machine. During
1994, Management determined it was in the best interest of the
Company to discontinue its previous operations. The Company is
considered to have re-entered into a new development stage on
July 1,1994.
Development Stage - The Company is considered a development stage
company as defined in SFAS no. 7. Subsequent to June 30, 1999,
the Company under went a change in the officers and Board of
Director's of the Company.
Loss Per Share - The computation of loss per share of common
stock is based on the weighted average number of shares
outstanding during the periods presented, in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings
Per Share" [See Note 6].
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
purchased with a maturity of three months or less to be cash
equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles required
management to make estimates and assumptions that effect the
reported amounts of assets and liabilities, the disclosures 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 estimated by management.
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
Pensions and Other Postretirement Benefits", SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities",
SFAS No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for
profit organization or charitable trust that raises or holds
contributions for others", and SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - deferral of the
effective date of FASB statement No. 133 ( an amendment of FASB
Statement No. 133.)," were recently issued. SFAS No. 132, 133,
134, 135, 136 and 137 have no current applicability to the
Company or their effect on the financial statements would not
have been significant.
F-7
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - DISCONTINUED OPERATIONS
The accompanying financial statements as of June 30, 1999 and for
the years ended June 30, 1999 and 1998, have been
reclassified to reflect management's decision to discontinue
the Company's operations in the sales and marketing
business. The Company's previous operations in Sales and
Marketing of the "Videoplex" single screen multi-
presentation machine business are included as Discontinued
Operations in the financial statements of the Company.
Assets (liabilities) of discontinued operations consisted of the
following at June 30, 1999:
June 30,
1999
__________
Assets of Discontinued Operations $ -
Liabilities of Discontinued Operations -
Judgement payable 105,275
Taxes payable 76,550
__________
Totals $ 181,825
__________
The following is a condensed, proforma statement of operations
that reflects what the presentation would have been without
the reclassifications required by "discontinued operations"
accounting principles:
From the
For the Re-entering of
Year Ended Development Stage
June 30, on July 1,
____________________ 1994 through
1999 1998 June 30, 1999
__________________________________
Net Sales $ - $ - $ -
Cost of Goods Sold - - -
Other Operating Expenses - - -
__________________________________
Net Loss $ - $ - -
__________________________________
Loss per Share $ - $ - $ -
__________________________________
F-8
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes" which requires the liability approach for the
effect of income taxes.
The Company has available at June 30, 1999, unused operating loss
carryforwards of approximately $2,400,000, which may be applied
against future taxable income and which expire in various years
through 2019. If certain substantial changes in the Company's
ownership should occur, there could be an annual limitation on
the amount of net operating loss carryforward which can be
utilized. The amount of and ultimate realization of the benefits
from the operating loss carryforwards for income tax purposes is
dependent, in part, upon the tax laws in effect, the future
earnings of the Company and other future events, the effects of
which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the tax effect of
the loss carryforwards (approximately $884,000) at December 31,
1999 and, therefore, no deferred tax asset has been recognized
for the loss carryforwards. The change in the valuation
allowance is equal to the tax effect of the current period's net
loss (approximately $0 and $0 for 1999 and 1998, respectively).
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - During the periods presented, the
Company did not pay any compensation to its officers and
directors.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use his home as a mailing address, as needed, at no
expense to the Company.
Change in Management - Subsequent to June 1999, the Company
had a change in the officers and Board of Directors of the
Company.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has no on-going operations and has incurred
losses since its inception. Further, the Company has current
liabilities in excess of assets and has no working capital to pay
its expenses. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this
regard, management is proposing to raise any necessary additional
funds not provided by operations through loans or through sales
of its common stock or through a possible business combination
with another company. There is no assurance that the Company
will be successful in raising this additional capital or
achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
F-9
<PAGE>
VIDEOPLEX, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - EARNINGS (LOSS) PER SHARE
The following data show the amounts used in computing income
(loss) per share and the effect on income and the weighted
average number of shares of dilutive potential common stock for
the years ended June 30, 1999 and 1998 and for the period from
the re-entering of development stage on July 1, 1994 through June
30, 1999:
Cumulative from
the Re-entering of
Development Stage
For the Year Ended on June 30,
June 30, 1993 through
_______________________ July 1,
1999 1998 1999
________________________________
Loss from continuing operations available
to common stockholders (numerator) $ - $ - $ -
________________________________
Loss from discontinued operations available
to common stockholders (numerator) $ - $ - $ -
________________________________
Weighted average number of
common shares outstanding
used in earnings per share
during the period (denominator) 8,444,314 8,444,314 8,444,314
________________________________
Dilutive earnings per share was not presented, as the Company had
no common equivalent shares for all periods presented that would
effect the computation of diluted earnings (loss) per share.
F-10
<PAGE>
2
Exhibit 1
Form 10-KSB
VideoPlex, Inc.
CERTIFICATE OF INCORPORATION
OF
VIDEOPLEX, INC.
E-1
<PAGE>
CERTIFICATE OF INCORPORATION
OF
VIDEOPLEX, INC.
This is to certify that, there is hereby organized a
corporation under and by virtue of N.J.S. 14A:1-1 et seq., the
"New Jersey Business Corporation Act."
1. The name of the corporation is VIDEOPLEX, INC.
2. The address (and zip code) of this corporation's
initial registered office is
Raritan Plaza III
Raritan Center
Edison, N.J. 08837
and the name of this corporation initial registered agent at
such address is
Martin S. Horak
3. The purposes for which this corporation is organized
are:
To engage in any activity within the purposes for which corporations
may be organized under the "New Jersey Business Corporation Act." N.J.S.
14A:1-1 et seq.
4. The aggregate number of shares which the corporation
shall have authority to issue is:
One HUNDRED (100) SHARES OF CAPITAL STOCK, NO PAR VALUE.
5. The first Board of Directors of this corporation shall
consist of ONE Director(s) and the name and address of each
person who is to serve as such Director is:
Name Address Zip Code
Martin S. Horak Raritan Plaza III
Raritan Center
Edison, New Jersey 08837
6. The name and address of each incorporator is:
Name Address Zip Code
Martin S. Horak Raritan Plaza III
Raritan Center
Edison, New Jersey 08837
E-2
<PAGE>
IN WITNESS WHEREOF, each individual incorporator, each being
over the age of eighteen years, has signed this Certificate; or
if the incorporator be a corporation, has caused this Certificate
to be signed by its authorized officers, this 11 day of August,
1983.
/s/ Martin S. Horak
E-3
<PAGE>
Exhibit 2
Form 10-KSB
VideoPlex, Inc.
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
VIDEOPLEX, INC.
THIS IS TO CERTIFY that the Certificate of Incorporation of
Videoplex, Inc. is hereby amended as follows:
1. The name of the corporation is VIDEOPLEX, INC.
2. The original Certificate of Incorporation was filed on
August 29, 1983 in the office of the Secretary of State of the State of Jersey.
3. There has been no prior amendment to the Certificate of
Incorporation.
4. The amendment to the Certificate of Incorporation
amends Article Four of the original Certificate of Incorporation
so as to provide as follows:
"4. The aggregate number of shares of stock which the
corporation shall have authority to issue as 10 million
shares of one class of common, capital stock, with no
par value."
5. The amendment was approved by the unanimous consent of
the Board of Directors in lieu of meeting; was proposed to the
shareholders of the corporation; the shareholders of the
corporation unanimously approved the amendment at a special
meeting called for that purpose on the 2nd day of October 1984.
6. The amendment is to become effective immediately upon
filing of the certificate of amendment.
7. All other provisions of the certificate of
incorporation remain in full force and effect.
IN WITNESS WHEREOF, the undersigned, being the President of
the corporation, hereby certifies that the foregoing certificate
of amendment to the certificate of incorporation was executed
pursuant to approval by the Board of Directors and by the
shareholders of the corporation on the 2nd day of October, 1984.
/s/ Martin S. Horak, President
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<PAGE>
11
Exhibit 3
Form 10-KSB
VideoPlex, Inc.
MINUTES
AND
BY LAWS
OF
VIDEOPLEX, INC.
INCORPORATED UNDER THE LAWS OF
THE STATE OF NEW JERSEY
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<PAGE>
BY-LAWS
of
VIDEOPLEX, INC.
ARTICLE I - OFFICES
The registered office of the corporation shall be RARITAN
PLAZA, III, RARITAN CENTER, EDISON, N.J.
The registered agent at said office is MARTIN S. HORAK
The corporation may also have offices at such other places within
or without the State of New Jersey as the board may from time to
time determine or the business of the corporation may require.
ARTICLE II - SHAREHOLDERS
1. PLACE OF MEETINGS.
Meeting of shareholders shall be held at the principal
office of the corporation or at such place within or without the
State of New Jersey as the board shall authorize.
2. ANNUAL MEETING.
The annual meeting of the shareholders shall be held on the
29th day of August at 11:00 A.M. in each year if not a legal
holiday, and, if a legal holiday, then on the next business day
following at the same hour, when the shareholders shall elect a
board and transact such other business as may properly come
before the meeting.
3. SPECIAL MEETINGS.
Special meetings of the shareholders may be called by the
board or by the president and shall be called by the president or
the secretary at the request in writing of a majority of the
board or at the request in writing by shareholders owning a
majority in amount of the shares issued and outstanding. Such
request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be
confined to the purposes stated in the notice.
4. NOTICE OF MEETINGS OF SHAREHOLDERS.
Written notice of the time, place and purpose or purposes of
every meeting of shareholders shall be given not less than 10 nor
more than 60 days before the date of the meeting, either
personally or by mail, to each shareholder of record entitled to
vote at the meeting.
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<PAGE>
When a meeting is adjourned to another time or place, it shall
not be necessary, unless the by-laws otherwise provide, to have
notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which
the adjournment is taken and at the adjourned meeting only such
business is transacted as might have been transacted at the
original meeting. However, if after the adjournment the board
fixes a new record date for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of
record on the new record date entitled to notice.
5. WAIVER OF NOTICE OR OF LAPSE OF TIME.
(a) Notice of meeting need not be given to any shareholder
who signs a waiver of notice, in person or by proxy, whether
before or after the meeting. The attendance of any shareholder
at a meeting, in person or by proxy, without protesting prior to
the conclusion of the meeting the lack of notice of such meeting,
shall constitute a waiver of notice by him.
(b) Whenever shareholders are authorized to take any action
after the lapse of a prescribed period of time, the action may be
taken without such lapse if such requirement is waived in
writing, in person or by proxy, before or after the taking of
such action, by every shareholder entitled to vote thereon as at
the date of the taking of such action.
6. ACTION BY SHAREHOLDERS WITHOUT A MEETING.
Any action required or permitted to be taken at a meeting of
shareholders by statute, the certificate of incorporation, or by-
laws, other than the annual election of directors, may be taken
without a meeting upon the written consent of shareholders who
would have been entitled to case the minimum number of votes
which would be necessary to authorize such action at a meeting at
which all shareholders entitled to vote thereon were present and
voting. The written consents of the shareholders consenting
thereto shall be filed with the minutes of proceedings of
shareholders.
7. QUORUM OF SHAREHOLDERS.
(a) Unless otherwise provided in the certificate of
incorporation, the holders of shares entitled to case a majority
of the votes at a meeting shall constitute a quorum at such
meeting. The shareholders present in person or by proxy at a
duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. Less than a quorum may
adjourn.
(b) Whenever the holders of any class of series of shares
are entitled to vote separately on a specified item of business,
the provisions of paragraph (a) shall apply in determining the
presence of a quorum of such class or series for the transaction
of such specified item of business.
8. ORDER OF BUSINESS.
The order of business at all meetings of the shareholders shall
be as follows:
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<PAGE>
(a) Roll call.
(b) Proof of notice of meeting or waiver of notice.
(c) Reading of minutes of preceding meeting.
(d) Reports of offices.
(e) Reports of committees.
(f) Election of inspectors of election.
(g) Election of directors.
(h) Unfinished business.
(i) New business.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS.
Subject to any provisions in the certificate of
incorporation the business of the corporation shall be managed by
its board of directors, each of whom shall be at least 18 years
of age.
2. NUMBER OF DIRECTORS.
The number of directors shall be three (3).
3. TERM OF DIRECTORS.
The directors named in the certificate of incorporation
shall hold office until the first annual meeting of shareholders,
and until their successors shall have been elected and qualified.
At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting, except as other
wise required by the certificate of incorporation or the by-laws
in the case of classification of directors. Each director shall
hold office for the term for which he is elected and until his
successor shall have been elected and qualified. A director may
resign by written notice to the corporation. The resignation
shall be effective upon receipt thereof by the corporation or at
such subsequent time as shall be specified in the notice of
resignation.
4. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
(a) Any directorship not filled at the annual meeting and
any vacancy, however caused, occurring in the board may be filled
by the affirmative vote of a majority of the remaining directors
even though less than a quorum of the board, or by a sole
remaining director. A director so elected by the board shall
hold office until the next succeeding annual meeting of
shareholders and until his successor shall have been elected and
qualified.
(b) When one or more directors shall resign from the board
effective at a future date, a majority of the directors then in
office including those who have so resigned, shall have power to
fill such vacancy or vacies, the vote thereon to take effect when
such resignation or
E-8
<PAGE>
resignations shall become effective, and each director so chosen
shall hold office as herein provided in the filling of other
vacancies.
(c ) Any directorship to be filled by reason of an increase
in the number of directors shall be filed by election at an
annual meeting or at a special meeting of shareholders called for
that purpose, unless the certificate of incorporation or a by-law
adopted by the shareholders authorizes the board to fill such
directorship. A director elected by the board to fill any such
directorship shall hold office until the next succeeding annual
meeting of shareholders and until his successor shall have been
elected and qualified.
(d) If by reason of death, resignation or other cause the
corporation has no directors in office, any shareholder or the
executor or administrator of a deceased shareholder may call a
special meeting of shareholders for the election of directors
and, over his own signature, shall give notice of said meeting in
accordance with the by-laws.
5. REMOVAL OF DIRECTORS.
One or more or all the directors of a corporation may be
removed for cause by the shareholders by the affirmative vote of
the majority of the votes cast by the holders of shares entitled
to vote for the election of directors.
6. QUORUM OF BOARD OF DIRECTORS AND COMMITTEES;
ACTION OF DIRECTORS WITHOUT A MEETING.
A majority of the entire board, or of any committee thereof,
shall constitute a quorum for the transaction of business, unless
the certificate of incorporation shall prove that a greater or
lesser number shall constitute a quorum, which in no case shall
be less than the greater of two persons or one-third of the
entire board or committee, except that when a board of one
director is authorized one director shall constitute a quorum.
Any action required or permitted to be taken pursuant to
authorization voted at a meeting of the board or any committee
thereof, may be taken without a meeting if, prior or subsequent
to such action, all members of the board or of such committee, as
the case may be, consent thereto in writing and such written
consents are filed with the minutes of the proceedings of the
board or committee. Such consent shall have the same effect as a
unanimous vote of the board or committee for all purposes.
7. PLACE OF BOARD MEETINGS.
Meetings of the board may be held either within or without
the State of New Jersey.
8. REGULAR ANNUAL MEETING.
A regular annual meeting of the board shall be held
immediately following the annual meeting of shareholders at the
place of such annual meeting of shareholders.
9. NOTICE OF MEETINGS OF THE BOARD; ADJOURNMENT.
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<PAGE>
(a) Regular meetings of the board may be held with or
without notice. Special meetings of the board shall be held upon
notice to the directors and may be called by the president upon
three days' notice to each director either personally or by mail
or by wire; special meetings shall be called by the president or
by the secretary in a like manner on written request of two
directors. Notice of any meeting need not be given to any
director who signs a waiver of notice, whether before or after
the meeting. The attendance of any director at a meeting without
protesting prior to the conclusion of the meeting the lack of
notice of such meeting shall constitute a waiver of notice by
him. Neither the business to be transacted at, nor the purpose
of, any meeting of the board need be specified in the notice or
waiver of notice of such meeting. Notice of an adjourned meeting
need not be given if the time and place are fixed at the meeting
adjourning and if the period of adjournment does not exceed ten
days in any one adjournment.
(b) A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and
place. Notice of the adjournment shall be given all directors
who were absent at the time of the adjournment and, unless such
time and place are announced at the meeting, to the other
directors.
10. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution adopted by a majority of the entire
board, may designate from among its members an executive
committee and other committees, each consisting of three or more
directors. Each such committee shall serve at the pleasure of
the board.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for
their services, but by resolution of the board a fixed sum and
expenses for actual attendance, at each regular or special
meeting of the board may be authorized. Nothing herein contained
shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV - OFFICERS
1. OFFICES, ELECTION, TERM, SALARIES, SECURITY.
(a) The officers of the corporation shall consist of a
president, a secretary, a treasurer, and, if desired, a chairman
of the board, one or more vice-presidents, and such other
officers as the board may determine. The officers shall be
elected or appointed by the board.
(b) Any two or more offices may be held by the same person.
(c) Any officer elected or appointed as herein provided
shall hold office until the next regular meeting of the board
following the annual meeting of shareholders or until a successor
is elected or appointed and has qualified subject to earlier
termination by removal or resignation.
(d) All officers of the corporation, as between themselves
and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be
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<PAGE>
provided in the by-laws, or as may be determined by resolution of
the board not inconsistent with the by-laws.
(e) The salaries of all officers shall be fixed by the
board.
(f) In case the board shall so require, any officer or
agent of the corporation shall execute to the corporation a bond
in such sum and with such surety or sureties as the board may
direct, conditioned upon the faithful performance of his duties
to the corporation and including responsibility for negligence
and for the accounting for all property, funds or securities of
the corporation which may come into his hands.
2. DELEGATION OF DUTIES.
In case of the absence of any officer of the corporation, or
for any other reason that may seem sufficient to the board, the
directors may, by a majority vote of the board, delegate the
powers and duties of such officer, for the time being, to any
other officer, or to any director.
3. REMOVAL AND RESIGNATION OF OFFICERS;
FILLING OF VACANCIES.
(a) Any officer elected or appointed by the board may be
removed by the board with or without cause. An officer elected
by the shareholders may be removed, with or without cause, only
by vote of the shareholders but his authority to act as an
officer may be suspended by the board for cause.
(b) An officer may resign by written notice to the
corporation. The resignation shall be effective upon receipt
thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation.
(c) Any vacancy occurring among the officers, however
caused may be filled by election or appointment by the board for
the unexpired term.
4. PRESIDENT.
The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the shareholders
and of the board; he shall have the management of the business of
the corporation and shall see that all orders and resolutions of
the board are carried into effect.
5. VICE-PRESIDENTS.
During the absence or disability of the president, the vice-
president, or if there are more than one, the executive vice-
president shall have all the powers and function of the
president. Each vice-president shall perform such other duties
as the board shall prescribe.
6. SECRETARY.
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<PAGE>
The secretary shall: attend all meetings of the board and of
the shareholders; record all votes and minutes of all proceedings
in a book to be kept for that purpose; give or cause to be given
notice of all meetings of shareholders and of the special
meetings of the board; keep in safe custody the seal of the
corporation and affix it to any instrument when authorized by the
board; when required, prepare a list of shareholders or cause to
be prepared and available at each meeting of shareholders
entitled to vote thereat, indicating the number of shares of each
respective class held by each; keep all the documents and records
of the corporation as required by law or otherwise in a proper
and safe manner; and perform such other duties as may be
prescribed by the board.
7. ASSISTANT-SECRETARIES.
During the absence or disability of the secretary, the
assistant-secretary, or if there are more than one, the one so
designated by the secretary or by the board, shall have all the
powers and functions of the secretary.
8. TREASURER.
The treasurer shall: have the custody of the corporate funds
and securities; keep full and accurate accounts of receipts and
disbursements in the corporate books; deposit all money and other
valuables in the name and to the credit of the corporation in
such depositories as may be designated by the board; disburse the
funds of the corporation as may be ordered or authorized by the
board and preserve proper vouchers for such disbursements; render
to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions
as treasurer and of the financial condition of the corporation;
render a full financial report at the annual meeting of the
shareholders if so requested; be furnished by all corporate
officers and agents at his request, with such reports and
statements as he may require as to all financial transactions of
the corporation; and perform such other duties as are given to
him by the by-laws or as from time to time are assigned to him by
the board or the president.
9. ASSISTANT-TREASURER.
During the absence or disability of the treasurer, the
assistant-treasurer, or if there are more than one, the one so
designated by the secretary or by the board, shall have all the
powers and functions of the treasurer.
ARTICLE V - CERTIFICATES FOR SHARES AND DIVIDENDS
1. CERTIFICATES REPRESENTING SHARES.
The shares of the corporation shall be represented by
certificates signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board, or the president or a
vice-president, and by the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the corporation and
shall be sealed with the seal of the corporation or a facsimile
thereof.
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<PAGE>
2. LOST OR DESTROYED CERTIFICATES.
The board may direct a new certificate or certificates to be
issued in place of any certificate or certificate theretofore
issued by the corporation, alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the
board may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give
the corporation a bond in such sum and with such surety or
sureties as it may direct as indemnity against any claim that may
be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.
3. TRANSFER OF SHARES.
(a) Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered
on the transfer book of the corporation which shall be kept at
its principal office. No transfer shall be made within ten days
next preceding the annual meeting of shareholders.
(b) The corporation shall be entitled to treat the holder
of record of any share 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 on the part of any other
person whether or not it shall have express or other notice
thereof, except as expressly provided by New Jersey statutes.
4. CLOSING TRANSFER BOOKS.
The board shall have the power to close the share transfer
books of the corporation for a period of not more than ten days
during the thirty-day period immediately preceding (a) any
shareholders' meeting, or (b) any date upon which shareholders
shall be called upon to or have a right to take action without a
meeting, or (c) any date fixed for the payment of a dividend or
any other form of distribution, and only those shareholders of
record at the time the transfer books are closed, shall be
recognized as such for the purpose of (a) receiving notice of or
voting at such meeting, or (b) allowing them to take appropriate
action, or (c) entitling them to receive any dividend or other
form or distribution.
5. DIVIDENDS.
(a) Subject to the provisions of the certificate of
incorporation and to applicable law, the corporation may, from
time to time, by action of its board, declare and pay dividends
or make other other distribution on its outstanding shares in
cash or in its own shares or in its bonds or other property,
including the shares or bonds of other corporations, except when
the corporation is insolvent or would thereby be made insolvent.
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<PAGE>
(b) Dividends may be declared or paid and other
distributions may be made out of surplus only, except as
otherwise provided by statute.
ARTICLE VI - CORPORATE SEAL
The seal of the corporation shall be circular in form and
bear the name of the corporation, the year of its organization
and the words "Corporate Seal, New Jersey." The seal may be used
by causing it to be impressed directly on the instrument or
writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate
obligation for the payment of money may be a facsimile, engraved
or printed.
ARTICLE VII - FISCAL YEAR
The fiscal year shall begin the first day of July in each
year.
ARTICLE VIII - BY-LAW CHANGES
AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.
(a) Except as otherwise provided in the certificate of
incorporation the by-laws may be amended, repealed or adopted by
vote of the holders of the shares at the time entitled to vote in
the election of any directors. By-laws may also be amended,
repealed or adopted by the board but any by-law adopted by the
board may be amended by the shareholders entitled to vote
thereon.
(b) If any by-law regulating an impending election of
directors is adopted, amended or repealed by the board, there
shall be set forth in the notice of the next meeting of
shareholders for the election of directors the by-law so adopted,
amended or repealed, together with a concise statement of the
changes made.
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<PAGE>
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<PERIOD-END> JUN-30-1999
<CASH> 0
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<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
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<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 181,825
<BONDS> 0
0
0
<COMMON> 2,509,474
<OTHER-SE> (2,691,299)
<TOTAL-LIABILITY-AND-EQUITY> 0
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