Registration Number 0-28220
AMENDMENT NO. 1 TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ONE UP CORPORATION (F/K/A NEW YORK ACQUISITIONS, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-0125664
- - ---------------------------------------- -----------------------------------
(State of incorporation or organization) I.R.S. Employer Identification No.)
5 CAMPUS CIRCLE, SUITE 100, WESTLAKE, TX 76262
- - --------------------------------------------------------------------------------
(Address of principal executive offices, including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock NONE
------------------------------
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
<PAGE>
ITEM 1. Description of Registrant's Securities to be Registered.
COMMON STOCK
The authorized capital stock of the Company consists of 200,000,000
shares of Common Stock, $.001 par value. Holders of the Common Stock do
not have preemptive rights to purchase additional shares of Common
Stock or other subscription fights. The Common Stock carries no
conversion fights and is not subject to redemption or to any sinking
fund provisions. All shares of Common Stock are entitled to share
equally in dividends from sources legally available therefor when, as
and if declared by the Board of Directors and, upon liquidation or
dissolution of the Company, whether voluntary or involuntary, to share
equally in the assets of the Company available for distribution to
stockholders. All outstanding shares of Common Stock are validly
authorized and issued, fully paid and nonassessable, and all shares to
be sold and issued as contemplated hereby, will be validly authorized
and issued, fully paid and nonassessable. The Board of Directors is
authorized to issue additional shares of Common Stock, not to exceed
the amount authorized by the Company's Certificate of Incorporation, on
such terms and conditions and for such consideration as the Board may
deem appropriate without further stockholder action. The above
description concerning the Common Stock of the Company does not purport
to be complete. Reference is made to the Company's Certificate of
Incorporation and Bylaws which are available for inspection upon proper
notice at the Company's offices, as well as to the applicable statutes
of the State of Florida for a more complete description concerning the
rights and liabilities of stockholders. Each holder of Common Stock is
entitled to one vote per share on all matters on which such
stockholders are entitled to vote. Since the shares of Common Stock do
not have cumulative voting rights, the holders of more than 50 percent
of the shares voting for the election of directors can elect all the
directors if they choose to do so and, in such event, the holders of
the remaining shares will not be able to elect any person to the Board
of Directors.
ITEM 2. Exhibits
1. Specimen of the Registrant's Common Stock.
2. Copy of the Registrant's last Annual Report filed pursuant to the
Act.
3. Copy of the Registant's last Quarterly Report filed pursuant to the
Act.
4. Copy of the Registrant's Articles of Incorporation and By-Laws.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
One Up Corporation
f/k/a New York Acquisitions, Inc.
(Registrant)
By: /s/ Richard Dews
---------------------------
Richard Dews, President
Date: May 17, 1996
<PAGE>
INDEX TO EXHIBITS
1. Specimen of the Registrant's Common Stock.
2. Copy of the Registrant's last Annual Report filed pursuant to the Act.
3. Copy of the Registant's last Quarterly Report filed pursuant to the Act.
4. Copy of the Registrant's Articles of Incorporation and By-Laws.
ONE UP CORPORATION LOGO
COMMON STOCK COMMON STOCK
NUMBER SHARES
ONE UP CORPORATION
NO PAR VALUE INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
COMMON STOCK
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP
This Certifies that
Is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
ONE UP CORPORATION
transferable on the books of the Corporation in person or by duly authorized
Attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar.
WITNESS the seal of the Corporation and the signatures of its duly
authorized Officers.
Dated:
SECRETARY PRESIDENT
ONE UP CORPORATION
CORPORATE
SEAL
1989
FLORIDA
COUNTERSIGNED:
INTERWEST TRANSFER COMPANY
BY TRANSFER AGENT
AUTHORIZED OFFICER
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31,1995 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED]
For the transition from ____________________to__________________________
Commission file number 33-28809-A
NEW YORK ACQUISITIONS. INC
- - --------------------------------------------------------------------------------
Florida 65-0125664
- - --------------------------------------------------------------------------------
State or other jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization
355 1st Street, Brooklyn, NY 11215
- - --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (718) 965-4172
-----------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE
- - -------------------------- -------------------------------------------
Securities registered pursuant to section 12(9) of the Act:
Common Stock $.001 par value
----------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and.(2) has been subject to such
filing requirements for the past 90 days. Yes [X] No[ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of March 31,1995 there were 1,106,900 shares of Common Stock
outstanding. There has never been trading in the Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE>
PART I
ITEM 1 - BUSINESS
GENERAL
New York Acquisitions, Inc. (the Company"), a Florida corporation, was
formed in February 1989, primarily to engage in the publication and distribution
of a sports magazine. The Company was known as New York Sports, Inc. until March
3, 1994 when it effected a name change to New York Acquisitions, Inc. The
Company did not, however have meaningful business operations during the year
ended March 31, 1995, nor in any of its prior fiscal years. The Company
anticipates commencing operations from a south Florida location during the
fiscal year to end March 31, 1996. The Company is currently conducting a survey
of possible businesses that it may enter or acquire. As of this date the Company
has not yet selected a business to enter or acquire.
COMPETITION
Numerous firms also located in South Florida as well as throughout the
United States will compete vigorously with the Company for the acquisition of
business and potential business ventures and opportunities. The Company will be
at a competitive disadvantage in the pursuit of possible target acquisitions
because of the inexperience of the Company and its principals.
EMPLOYEES
The Company has only two employees, Beatrice J. Hanks and Stephen H.
Hanks who are only part time employees, The Company anticipates hiring a staff
of managerial, administrative and sales employees once a business opportunity is
secured and active operations are ready to commence.
BUSINESS ACQUISITIONS
The Company intends to actively commence the identification, evaluation
and investigation of one or more small business opportunities. As of the date
hereof, the Company has identified no business opportunities for acquisition.
The Company may seek business opportunities in the form of firms which
are about to or have only recently commenced operations, are developing new
products, inventions or even novel methods of marketing or distribution of
existing products. Target acquisitions may include privately held corporations,
partnerships, sole proprietorships and even proposed enterprises which have not
yet been formed. It is possible that such business opportunities may involve the
acquisitions of one or more business entities in whole or in part for securities
of the Company.
2
<PAGE>
Initially the Company will concentrate its efforts on identifying and
evaluating acquisition candidates located in the State of Florida with
particular attention given to target entities and ventures located in Dade
Broward and Palm Beach Counties locations convenient to the Company's intended
center of operations. To the extent that an acceptable South Florida or Florida
candidate is not identified, the Company will also undertake evaluation efforts
elsewhere.
It is anticipated that business opportunities will be available to the
Company from various sources, including professional advisors such as attorneys
and accountants, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited proposals. There do
not presently exist any plans, understandings, agreements or commitments with
any individual for such persons to act as broker or finder of opportunities for
the Company.
A decision to commence negotiations to acquire a specific business
opportunity may be made upon management's analysis of the quality of the other
firm's management and the personnel, the anticipated acceptability of the
target's products or marketing concepts, the merit of technological changes, and
numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific firm may not be
necessarily indicative of the potential for the future because of the
requirement to substantially shift marketing approaches, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes.
Management cannot now predict when the first acquisition will be
completed. It is likely that the investigation and analysis of proposed target
enterprises or opportunities will take several months at least, followed by
negotiations, contracts and the final closing which may well exhaust additional
months.
As in most other corporations, the Board of Directors of the Company
has the power to effect certain acquisitions or other transactions having a
potentially dilutive or adverse impact on the public investors without first
submitting the proposal to the shareholders for their consideration. In some
instances, however, the proposed participation in a business opportunity may be
submitted to the shareholders for their consideration, either voluntarily by the
Directors to seek the shareholders' advice and consent, or in the case of a
proposed merger or otherwise because of a requirement of Florida law.
VENTURE CAPITAL INVESTMENTS
Subsequent to concluding its initial acquisition, it is contemplated
that management will infuse additional capital into the Company and that the
Company will seek to make equity investments or provide loans with equity
participation in small enterprises or businesses selected by management.
3
<PAGE>
Preliminary evaluations will be undertaken by the Company to assist in
identifying possible companies in need of venture capital which demonstrate a
good potential for economic growth and development. The Company has not
established a specific level of earnings or assets that such potential
businesses must possess and below which the Company will not consider investing
or funding.
Moreover, management may well identify a candidate business which is
generating losses or which has negative shareholders' equity, or both but which
management desires to invest in or provide funding for because of the
businesses' perceived potential for success with proper funding. Investing in or
funding of a candidate business which is generating losses or which has negative
shareholders' equity may have a material adverse effect on the price of the
Company's Common Shares.
Venture capital investments are notoriously risky and fraught with the
significant likelihood of total loss of investment. Moreover, there are a
substantial number of venture capital providers with significantly greater
financial resources, personnel and investigatory capability that will be
competing with the Company.
PROPERTIES
The Company has not entered into any business leases which await the
commencement of active business operations.
ITEM 2 - PROPERTIES
See "Business-Properties" above
ITEM 3 - LEGAL PROCEEDINGS
No legal proceedings are pending against New York Acquisitions, Inc.
nor is the Company aware of any claims threatened or pending against the
Company.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In the final quarter of the year no matters were submitted to a vote of
security holders.
4
<PAGE>
PART II
ITEM 5 - MARKET FOR THE REGISTRANT' COMMON STOCK AND
RELATED STOCKHOLDERS MATTERS
MARKET INFORMATION
The Company' shares of Common Stock were not traded during the fiscal
year ended March 31, 1995. The Company does not anticipate the commencement of a
market for company securities in the foreseeable future.
HOLDERS
On March 31, 1995, the approximate number of record holders of the
Common Stock of the Company was 541.
5
<PAGE>
ITEM 6 - SELECTED FINANCIAL DATA
STATEMENT OF
INCOME DATA FOR THE FISCAL YEARS ENDED MARCH 31:
- - ------------ ------------------------------------
1995 1994 1993 1992 1991
$0 $0 $0 $0 $0
Total Expenses 0 0 10,377 10,377 100,000
Net Income (Loss) 0 0 (10,377) 10,377 (100,000)
= = ======== ====== =========
BALANCE SHEET DATA: AS OF MARCH 31:
- - ------------------- ---------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Current Assets $0 $0 $0 $0 $0
Other Assets 0 0 0 0 0
Total Assets 0 0 0 0 0
Current Liabilities 0 0 10,377 10,377 5,377
Other Liabilities 0 0 0 0 0
Total Liabilities 0 0 10,377 10,377 5,377
Shareholders' Equity 0 0 (10,377) (10,377) (5,377)
= = ======== ======== =======
6
<PAGE>
ITEM 7- MANAGEMENT' DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
No comparison to the operating results and financial condition of the
Company in other fiscal years is possible since the Company has not yet
commenced business operations.
Current assets equaled $0 while current liabilities equaled $0 as of
year end. Total assets equaled $0 as of year end.
CAPITAL REQUIREMENTS AND SOURCE OF FUNDS
Because the Company anticipates engaging in the acquisition of an
ongoing business or business opportunity. The Company does not anticipate
maintaining significant inventories of products. See "Liquidity and Capital
Resources" above.
EFFECT OF INFLATION
The Company does not believe that its contemplated business will be
materially effected either favorably or adversely by inflation.
RESULTS OF OPERATIONS
The Company had no sales during the year ended March 31, 1995 and
incurred total expenses of $0. Net income for the period therefore was $0.
FINANCIAL CONDITION
As of year-end the Company appeared to have adequate resources to
continue ongoing business operations.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Financial Statements attached hereto,
commencing on page F-1.
7
<PAGE>
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements between the Company and its accountants
and auditors with respect to accounting and financial disclosure.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
Company's Officers, Directors and key employees:
NAME AGE POSITIONS WITH THE COMPANY
- - ---- --- --------------------------
Beatrice J. Hanks 45 President, Chief Executive
Officer, Chief Financial Officer and
Director
Stephen H. Hanks 39 Vice President, Secretary and Director
All Directors hold office until the next annual meeting of shareholders
of the Company or until their successors are elected and qualified. Officers
hold office until their successors are chosen and qualified, subject to earlier
removal by the Board of Directors. The Company does not have an executive,
Nominating, Compensation or Audit Committee.
Set forth below is a biographical description of each officer listed
above and of each Director of the Company:
BEATRICE 1. HANKS is the President, Treasurer, Chief Executive Officer,
Director and Co-Founder of the Company. She has held these positions from the
Company's inception. Since early 1993, she has also been a Subscription Director
for General Media, Inc., a New York publisher of numerous consumer monthlies.
From early 1991 to early 1993 she was employed by Sussex Publishing, Inc. an
Associate Publisher of the publications, Mother Earth News and Psychology Today.
From 1987 to early 1991 she was the principal owner and Publisher of Phenom
Publishing, Inc., a New York Newsstand and mail order company. Mrs. Hanks
received a Bachelor of Arts degree in English from Bryn Mawr College in 1971 and
a Master of Science degree in Education from the University of Pennsylvania in
1972.
8
<PAGE>
STEPHEN H. HANKS is the Vice President, Secretary, Director and
Co-Founder of the Company, positions which he has held since the Company's
inception. He is also an Editorial Director of the Southern Media Corporation, a
position which he has maintained since April 1 993. Previous thereto (June 1992
- - - March 1993), he was an Executive Director of Parent Sports Magazine, also a
New York magazine publisher. From March 1990 to November 1990 he was Managing
Editor of Men's Life Magazine. From 1987 to March 1990 he was Editor and Vice
President of Phenom Publishing, a New York sports magazine publishing company.
Mr. Hanks received a Bachelor of Arts degree in Political Science from Herbert
H. Lehman College (CUNY) in 1978.
ITEM 11 - EXECUTIVE COMPENSATION
The following summary compensation table sets for the aggregate cash
compensation paid, accrued or deferred to the Chief Executive Officer ("CEO" of
the Company and to each officer of the Company who earned in excess of $100,000
for services rendered in all capacities to the Company during the fiscal year
ended March 31, 1995, 1994,1993
SUMMARY COMPENSATION TABLE
NAME AND ANNUAL ANNUAL OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
Beatrice J. Hanks 1995 $0 $0
President, Chief 1994 0 0
Executive Officer 1993 0 0
and Director
The Company' s directors do not receive compensation for acting in this
capacity.
9
<PAGE>
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the holdings of Common Stock by each person who,
as of March 31,1995, held of record, or was known by the Company to own
beneficially more than five percent of the outstanding Common Stock of the
Company, by each Director and officer of the Company and by all Directors and
officers of the Company as a group:
No. of shares and
NAMES AND ADDRESS OF NATURE OF BENEFICIAL PERCENTAGE OF COMMON
BENEFICIAL OWNER OWNERSHIP SHARES OUTSTANDING
- - ------------------- -------------------- ----------------------
Beatrice J. Hanks 303,850 27%
Stephen H. Hanks 206,300 19%
Dale F. Finfrock, Jr. 245,000 22%
All Directors and Officers 510,150 46%
as a group (2 person)
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
10
<PAGE>
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) The following financial statements are included in Part II, item 8*:
PAGE
Independent Auditor's Report F-1
Balance Sheet as of March 31, 1995 F-2
and March 31, 1994
Statement of Operations for the years ended
March 31, 1995 and March 31, 1994 F-3
Statement of Changes in Shareholders' Equity
for the years ended March 31, 1995, and F-4
March 31, 1994
Statement of Cash Flows for the years ended
March 31, 1995 and March 31, 1994 F-5
Notes to Financial Statements F-6
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the three
months ended March 31,1995.
* The Financial Statements and Schedules referred to above, including the
Auditor's Opinion, were previously submitted with the originally filed Form 10-K
11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 1 5(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, "hereunto duly authorized.
NEW YORK ACQUISITIONS, INC.
By:/s/ Beatrice J. Hanks
-------------------------
Beatrice J. Hanks, President
Dated: May 10,1995
Pursuant to the requirement of the Securities Exchange Act of 1934,
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
/s/ Beatrice J. Hanks Director May 10, 1995
- - ---------------------------
Beatrice J. Hank
/s/ Stephen H. Hanks Director May 10, 1995
- - ---------------------------
Stephen H. Hanks
12
<PAGE>
Angel E. Lana, P.A.
CERTIFIED PUBLIC ACCOUNTANT
[LETTERHEAD]
Board of Directors
New York Acquisitions, Inc.
INDEPENDENT AUDITOR 'S REPORT
I have audited the accompanying balance sheets of New York Acquisitions, Inc.
(a Development Stage Company) as of March 31, 1995 and 1994, and the related
statements of operations, changes in shareholders' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of New York Acquisitions, Inc. (a
Development Stage Company) as of March 31, 1995 and 1994, and the results of its
operations, changes in its shareholders' equity and its cash flows for the years
then ended in conformity with generally accepted accounting principles.
/s/ Angel E. Lana, P.A.
---------------------------------
CERTIFIED PUBLIC ACCOUNTANT
May 2, 1995
Fort Lauderdale, Florida
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 1995 AND 1994
03/31 03/31
1995 1994
----- -----
ASSETS
Current Asset:
Cash $ -0- $ -0-
--------- --------
Total Current Asset -0- -0-
--------- --------
Total Assets $ -0- $ -0-
========= ========
SHAREHOLDERS' EQUITY
Shareholders' Equity:
Common Stock, no par value;
200,000,000 shares authorized,
1,106,900 issued and outstanding $107,220 $107,220
Additional paid-in capital 10,377 10,377
12% Noncumulative Redeemable
Convertible Preferred stock, $1,000
par value; 1,000,000 shares
authorized, issued and outstanding
shares-37 37,000 37,000
(Deficit) accumulated during the
development stage (154,597) (154,597)
--------- ---------
Total Shareholders' Equity $ -0- $ -0-
======== ========
See Accompanying Note to Financial Statements
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
YEARS ENDED MARCH 31, 1995 AND 1994
1995 1994
---- ----
Revenues $ -0- $ -0-
-------- -------
Total Revenues -0- -0-
-------- -------
Expenses:
General and -0- -0-
Administrative -------- --------
Total Expenses -0- -0-
-------- --------
Net Income/(Loss) $ -0- $ -0-
======== ========
See Accompanying Note to Financial Statements
<PAGE>
NEW YORK ACQUISITIONS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED MARCH 31, 1995 AND 1994
1995 1994
---- ----
Shareholders' Equity:
Beginning of year $ -0- $(10,377)
Additions
Additional paid-in capital -0- 10,377
Deductions:
Net loss, year ended
March 31-deficit
accumulated during the
development stage -0- -0-
------- -------
Ending Balance as of March 31 $ -0- $ -0-
======== ========
See Accompanying Note to Financial Statements
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
YEARS ENDED MARCH 31, 1995 AND 1994
1995 1994
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income/(Loss) $ -O- $ -0-
Adjustment to Reconcile Net Income/
(Loss) to Net Cash Used by
Operating Activities -O- -0-
-------- -------
Net Cash Used by
Operating Activities -O- -0-
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES -O- -0-
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES -O- -0-
-------- -------
Net Increase (Decrease) in Cash -O- -0-
Cash - Beginning of Period -O- -0-
-------- -------
Cash - End of Period $ -O- $ -0-
======= =======
See Accompanying Note to Financial Statements
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTE TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS ACTIVITY
New York Acquisitions, Inc. (the Company) was organized under the laws of the
State of Florida on February 24, 1989. The Company was formed to provide and
promote a sports magazine for the metropolitan New York area.
The Company has not commenced business operations. Accordingly, it is classified
as a development stage enterprise.
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______to_________________________
Commission File Number 33-28809-A
NEW YORK ACQUISITIONS, INC.
- - --------------------------------------------------------------------------------
(exact name of registrant as specified in its charter)
Florida 65-0125664
- - --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
355 1st Street Brooklyn, New York 11215
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(718) 965-4172
---------------------------------------------
(Registrant's telephone number, including area code)
---------------------------------------------------------------------------
(Former name. address and former fiscal year, if changed from last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2)has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock as of the latest practicable date.
As of December 31, 1995, there were 1,106,900 shares of Common Stock
outstanding.
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
See financial statements for period ended December 31, 1995 (unaudited),
attached as an exhibit.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Registrant had not commenced active business operations as of
December 31, 1995.
Because the Registrant had not commenced active business operations as
of December 31, 1995, the Registrant has no reasonable basis for
comparison with respect to its quarterly financial results.
PART II- OTHER INFORMATION
Items 1-5. Not Applicable
Item 6. Exhibits
(a) Financial Statements (unaudited) of New York Acquisitions, Inc.
for the nine month period ended December 31, 1995.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned "hereunto duly authorized.
Registrant:
NEW YORK ACQUISlTIONS, INC.
By: /s/ Beatrice J. Hanks
----------------------------
Beatrice J. Hanks, President
Date: February 14,1996
3
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1995 (UNAUDITED) AND March 31, 1995 (AUDITED)
UNAUDITED AUDITED
12/31 03/31
1995 1995
---- ----
ASSETS
Current Assets:
Cash $ -0- $ -0-
-------- --------
Total Current Assets -0- -0-
-------- --------
Total Assets $ -0- $ -0-
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued expense $ -0- $ 10,377
-------- --------
Total Current Liabilities -0- 10,377
-------- --------
Shareholders' Equity:
Common Stock, no par value;
200,000,000 shares authorized,
1,106,900 issued and outstanding $107,220 $107,220
Additional paid-in capital 10,377 -0-
12% Noncumulative Redeemable Convertible
Preferred stock;, $1,000 par value;
1,000,000 shares authorized, issued and
outstanding shares-37 37,000 37,000
(Deficit) accumulated during the
development stage (154,597) (154,597)
--------- ---------
Total Shareholders' Equity/(Deficit) -0- (10,377)
--------- ---------
Total Liabilities and
Shareholders' Equity $ -0- $ -0-
========= =========
See Accompanying Notes to Financial Statements
F-1
<PAGE>
NEW YORK ACQUISITIONS, INC..
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
NINE MONTHS ENDED DECEMBER 31, 1995 AND 1994
(UNAUDITED)
1995 1994
---- ----
Revenues -0- -0-
--- ---
Total Revenues -0- -0-
--- ---
Expenses:
General and Administrative -0- -0-
--- ---
Total Expenses -0- -0-
--- ---
Net Income/ (Loss) -0- -0-
=== ===
See Accompanying Notes to Financial statements
F-2
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN Shareholders' EQUITY-Y
NINE MONTHS ENDED DECEMBER 31, 1995 AND 1994
(UNAUDITED)
1995 1994
Shareholders' Equity/ (Deficit):
Beginning of year $(10,377) $ (10,377)
Additions paid-in capital 10,377 -0-
Deductions
Net income/(loss) for the six
months ended December 31-deficit
accumulated during the
development stage -0- -0-
-------- ---------
Ending balance as of December 31 $ -0- $ (10,377)
======== ==========
See Accompanying Notes to Financial Statements
F-3
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED December 31, 1995 AND 1994
(UNAUDITED)
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ -0- $ -0-
------ ------
Adjustment to Reconcile Net Income/
(Loss) to Net Cash Used by
Operating Activities -0- -0-
------ ------
Net Cash Used by
Operating Activities -0- -0-
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0-
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES -0- -0-
------ ------
Net Increase (Decrease) in Cash -0- -0-
Cash - Beginning of Period -0- -0-
Cash - End of Period -0- -0-
====== ======
See Accompanying Notes to Financial Statements
F-4
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS ACTIVITY
New York Acquisitions, Inc. (the Company) was organized under the laws of the
State of Florida on February 24, 1989. The Company was formed to provide and
promote a sports magazine for the metropolitan New York area.
The Company has not commenced business operations. Accordingly, it is
classified as a development stage enterprise.
NOTE 2 - In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly New York
Acquisitions' Inc.'s financial position as of December 31, 1995, and the results
of its operations' changes in its shareholders' equity and cash flows for the
nine months then ended.
NOTE 3 - The results of operations for the nine months ended December 31, 1995
are not necessarily indicative of the results to be expected for the entire
year.
F-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Registrant:
NEW YORK ACQUISITIONS, INC.
By: /s/ Beatrice J. Hanks
------------------------------
Beatrice J Hanks, President
Date: February 14, 1996
3
[FILED]
1994 MAR-3 PM 2:18
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF AMENDMENT
OF
NEW YORK SPORTS, INC.
1. The name of the corporation is
NEW YORK SPORTS, INC.
2. ARTICLE I of the Articles of Incorporation of the corporation is hereby
amended by deleting ARTICLE I in its entirety and substituting the following
therefor:
"ARTICLES I The name of the Corporation shall be:
NEW YORK ACQUISITIONS, INC.
3. By the unanimous consent of the Board of Directors and the consent of a
majority of the Shareholders of New York Sports, Inc., the Directors and
Shareholders adopted, at a Special Meeting of Shareholders and Directors of the
Corporation occurring on February 18, 1994, the foregoing Amendment to the
Articles of Incorporation. The number of votes cast by the shareholders were
sufficient for approval.
Dated: February 18, 1994
NEW YORK SPORTS, INC.
BY: /s/ Beatrice J. Hanks
----------------------------
BEATRICE J. HANKS, PRESIDENT
<PAGE>
FLORIDA DEPARTMENT OF STATE
Jim Smith
Secretary of State
[LETTERHEAD]
March 4, 1994
Lorry Baum
3511 West Commercial Boulevard
Suite 401
Ft. Lauderdale, FL 33309
Re: Document Number K68350
The Articles of Amendment to the Articles of incorporation of NEW YORK
SPORTS, INC. which changed its name to NEW YORK ACQUISITIONS, INC., a
Florida corporation, were filed on March 3, 1994.
Should you have any questions regarding this matter, please telephone (904)
487-6050, the Amendment Filing Section.
Annette Hogan
Corporate Specialist
Division of Corporations Letter Number: 694A00009996
Division of Corporations - P.O. 330X 6327 -Tallahassee, Florida 32314
<PAGE>
[FILED]
1994 MAR-3 PM 2:18
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF AMENDMENT
OF
NEW YORK SPORTS, INC.
1. The name of the corporation is
NEW YORK SPORTS, INC.
2. ARTICLE I of the Articles of Incorporation of---the corporation is
hereby amended by deleting ARTICLE I in its entirety and substituting the
following therefor:
"ARTICLES I The name of the Corporation shall be:
NEW YORK ACQUISITIONS, INC.
3. By the unanimous consent of the Board of Directors and the consent of a
majority of the Shareholders of New York Sports, Inc., the Directors and
Shareholders adopted, at a Special Meeting of Shareholders and Directors of the
Corporation occurring on February 18, 1994, the foregoing Amendment to the
Articles of Incorporation. The number of votes cast by the shareholders were
sufficient for approval.
Dated: February 18, 1994
NEW YORK SPORTS, INC.
BY: /s/ Beatrice J. Hanks
----------------------------
BEATRICE J. HANKS, PRESIDENT
<PAGE>
STATE OF FLORIDA
Department of State
[LETTERHEAD]
I certify from the records of this office that NEW YORK SPORTS, INC. is a
corporation organized under the laws of the State of Florida, filed on February
24, 1989.
The document number of this corporation is K68350.
I further certify that said corporation has paid all fees due this office
through December 31, 1989, and its status is active.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
24th day of February, 1989.
Jim Smith
Secretary of State
[SEAL]
GREAT SEAL OF THE STATE OF FLORIDA
IN GOD WE TRUST
<PAGE>
[FILED]
1989 FEB 24 PM 1:37
[ILLEGIBLE] OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF INCORPORATION
OF
NEW YORK SPORTS, INC.
ARTICLE I. NAME
The name of this corporation shall be:
NEW YORK SPORTS, INC.
ARTICLE II. PURPOSES
The general nature of the business to be transacted by this Corporation is:
(1) To engage in the business of producing a sports magazine.
(2) To engage in capital ventures and business enterprises of all kinds, whether
as a promoter, partner, member, or associate, broker or as a member of such
enterprises;
(3) To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Florida.
ARTICLE III. POWERS
This corporation shall have the following powers:
(1) To do each and everything necessary, suitable or proper for the
accomplishment of any one or more of the foregoing purposes or the attainment of
any one or more of the foregoing objects or conducive to or expedient for the
interest or benefit of the corporation and to contract accordingly, and, in
addition, to exercise and possess all powers, rights and privileges necessary or
incidental to the purposes for which the corporation is organized or to the
activities in which it is engaged and any other rights.
(2) To have and exercise in addition to the foregoing, all powers, privileges
and rights conferred on ordinary corporations by the laws of the State and all
powers and rights incidental or conducive to carrying out the purposes for which
this Corporation is formed, except such as are inconsistent with the express
provisions of the act under which this Corporation is incorporated, and to do
any such thing anywhere, and the enumeration of the foregoing powers shall not
be held to limit or restrict in any manner the general powers which may be law
or possessed by this corporation, all of which are hereby expressly claimed.
-1-
<PAGE>
ARTICLE IV. CAPITAL STOCK
This Corporation is authorized to have TWO Hundred One Million (201,000,000)
shares of capital stock. The capital stock shall be designated and divided into
Redeemable Convertible 12% Preferred Stock" with a par value of 51,000.00 per
share (totaling One Million shares) and "Common Shares" with no par value
(totaling Two Hundred Million shares).
VOTING
The holders of Redeemable Convertible 12% Preferred Stock shall be entitled to
two (2) votes per Share. The holders of ordinary Common Shares shall be entitled
to one (1) vote per ordinary Common Share respecting all matters on which
holders of Common Shares shall be entitled to vote.
DIVIDEND RIGHTS
For any Quarter, after the Convertible Redeemable 12% dividend rate is paid on
the Preferred Shares, all shares of common stock shall be entitled to share
equally on a per share basis in such dividends as the BOARD OF DIRECTORS may
declare from sources legally available therefore.
LIQUIDATION RIGHTS
The Convertible Redeemable 12% Preferred Shares shall first receive proceeds up
to their par value. Upon any liquidation, partial return of capital, or
dissolution of the Corporation, whether voluntary or involuntary. Thereafter,
all shares of common stock shall be entitled to share equally in the assets
available for distribution to common stockholders after payment of all prior
legal obligations of the Corporation.
PREFERENCED SHARES
As stated above, the Convertible Redeemable 12% Preferred Shares shall be
preferenced as to dividends, liquidation and return of capital. The Corporation
may, upon fifteen (15) days notice, redeem any or all of the Convertible
Redeemable 12% Preferred Shares outstanding, by paying the full par value and
any accrued 12% quarterly dividend legally due. The Corporation may subsequently
re-issue Preferred Shares from treasury, recall and re-issue, as deemed
appropriate by the BOARD OF DIRECTORS.
PREFERRED SHARES-CONVERSION PRIVILEGE
At any time after issuance of a Convertible Redeemable 12% Preferred Share, the
registered owners of the first 150 Convertible 12% Preferred Shares may elect to
convert to ordinary Common Stock by surrendering the certificate, properly
endorsed, and receiving 66,600 shares of ordinary Common Stock for each share of
Convertible Redeemable 12% Preferred Stock. The Board of Directors based on the
average bid price for any quarter, may issue additional Convertible Redeemable
12% Preferred Shares that give effect to the then market value of the Common
Shares.
ARTICLE V. DENIAL OF PREEMPTIVE RIGHTS
No holder of any share of the Corporation shall, because of his ownership of
-2-
<PAGE>
shares, have a preemptive or other right, to purchase, subscribe for or take any
part of any shares or any part of the notes, debentures, bonds or other
securities convertible into or carrying options or warrants to purchase shares
of the Corporation issued, optioned or sold by the Corporation, whether the
shares be authorized by this Article of Incorporation or be authorized by an
amended article duly filed and in effect at the time of the issuance or sale of
such shares or of such notes, debentures, bonds or other securities convertible
into or carrying options or warrants to purchase shares of the Corporation. Any
part of the shares authorized by this Article of Incorporation, or by an amended
Article duly filed, or any part of the notes, debentures, bonds or other
securities convertible into or carrying options or warrants to purchase shares
of the Corporation, may at any time be issued, optioned for sale and sold or
disposed of by the Corporation pursuant to resolution of its Board of Directors
to such persons and upon such terms and conditions as may, to such Board, seem
proper and advisable without first offering to existing shareholders the said
shares or the said notes, debentures, bonds or other securities convertible into
or carrying options or warrants to purchase shares of the Corporation, or any
part of any thereof.
ARTICLE VI. INITIAL CAPITAL
The amount of capital with which this Corporation will begin business is not
less than Three Hundred Dollars ($300.00).
ARTICLE VII. TERM OF EXISTENCE
This Corporation is to exist perpetually.
ARTICLE VIII. ADDRESS
The street address of the principal office of this company in this State is 401
W. Lantana Rd., Suite 6, Lantana, FL 33462.
ARTICLE IX. DIRECTORS
This Corporation shall have not less than one Director. The number of Directors
may be increased or decreased from time to time by the By-Laws adopted by the
Board of Directors, but shall never be less than one.
ARTICLE X. CLASSIFICATION OF DIRECTORS
Pursuant to Section 607.114(4), Florida Statutes, the Directors can be divided
into not more than four classes, as nearly equal in number as possible, whose
teems of office shall respectively expire at different times, with the proviso
that no such term shall continue longer than four years, and that at least
one-fifth in number of the Directors shall be elected annually.
-3-
<PAGE>
ARTICLE XI. AMENDMENTS
These Articles of Incorporation may be amended in the manner provided by law.
Every amendment shall be approved by the Board of Directors, proposed by them to
the stockholders, and approved by consent procedure at a stockholders meeting by
a majority of the stock entitled to vote thereof.
IN WITNESS WHEREOF, we have made and subscribed these articles of
incorporation this 24th day of January, 1989.
/s/ Beatrice J. Hanks
-------------------------
Beatrice J. Hanks, Incorporator
STATE OF NEW YORK
COUNTY OF NEW YORK
Before me personally appeared Beatrice J. Hanks to me well known and known to me
to be the individual described in and who executed the foregoing Articles of
Incorporation, and acknowledged to and before me that they executed said
Articles of Incorporation for the purpose therein expressed.
WITNESS my hand and official seal this 21st day of Feb., 1989.
--------------------------
Notary Public
State of NEW YORK
My Commission Expires: [NOTARY SEAL]
[ILLEGIBLE]
-4-
<PAGE>
[FILED]
1989 FEB 24 PM [ILLEGIABLE]
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
STATE OF FLORIDA
DEPARTMENT OF STATE
Certificate Designating Place of Business or Domicile for the Service of Process
Within the State, Naming Agent Upon Whom Process may Be Served and Names and
Addresses of the Officers and Directors.
---------------------------------
The following is submitted, in compliance with Chapter 48.091, Florida Statutes:
--------------------------------
A corporation organized (or organizing) under the laws of the State of Florida
with the principal office at 401 W. Lantana Road, Suite 6, Lantana, Florida
33462 as its agent to accept service of process within this State
Officers:
NAME TITLE SPECIFIC ADDRESS
Beatrice J. Hanks Incorporator 401 W. Lantana Road
Suite 6
Lantana, Florida 33462
By: /s/ Beatrice J. Hanks
------------------------
Beatrice J. Hank
ACCEPTANCE:
I agree as Resident Agent to accept Service of Process: to keep office open
during prescribed hours; to post my name (any other officer of said corporation
authorized to accept service of process at the above Florida designated address)
in some conspicuous place in office as required by law.
/s/ Beatrice J. Hanks
-----------------------------
Filing fee: Beatrice J. Hanks
Resident Agent
-5-
<PAGE>
BY-LAWS
OF
NEW YORK SPORTS, INC.
ARTICLE 1.
Meeting OF STOCKHOLDERS
Section 1. STOCKHOLDERS AND ANNUAL MEETING. For purposes of these Bylaws, the
term Stockholders shall denote the holders of any and all shares of any and all
classes of the outstanding stock of NEW YORK SPORTS, INC. (the "Corporation").
The annual meeting of Stockholders shall be held at the principal office of the
Corporation, in the City of Port St. Lucie, County of Martin, State of Florida,
or at such other places as the Board of Directors may from time to time
determine, either within or without, the State of Florida, pursuant to the Rules
and Regulations of the Securities and & change Commission, for the purpose of
electing Directors and transacting other business. The Secretary shall serve
personally, or by mail, a written notice thereof, not less than ten (10) nor
more than sixty (60) days prior to such meeting, addressed to each stockholder
at his address as it appears on the stock book as of a date to be declared by
the Board of Directors in accordance with Section 6 of these By-Laws; but at any
meeting at which all Stockholders shall be present, or of which all Stockholders
not present have waived notice in writing, the giving of notice as above
required may be dispensed with.
Section 2. SPECIAL MEETING. Special meetings of Stockholders other than those
regulated by Statute, may be called at any time by a majority of the Directors.
Notice of such meeting stating the purpose for which it is called shall be
served personally or by mail by the Secretary not less than ten (10) days before
the date set for such meeting. If mailed, it shall be directed to a Stockholder
at his address as it appears on the stock book as of the Record Date to be
determined in accordance with Section 6 of these By-Laws; but at any meeting of
which all Stockholders shall be present, or of which all Stockholders not
present have waived notice in writing, the giving of notice as above required
may be dispensed with. The Board of Directors shall also, in like manner call a
special meeting of Stockholders whenever so requested -writing by Stockholders
representing not less than ten (10) percent of the voting power of the
outstanding voting stock of the Corporation. The President may at his discretion
call a special meeting of Stockholders upon ten (10) days notice. No business
other than that respecting the purposes specified in the call for the .special
meeting, shall be transacted at any special meeting of the stockholders, except
upon the unanimous consent of all the Stock- holders entitled to notice thereof.
Special meetings may be held within or without the State of Florida.
Section 3. VOTING. At all meetings of the Stockholders, each Stock- holder of
the Corporation shall be entitled at each proposal presented at the meeting to
an amount of votes per share, if any, as determined by the rights and
limitations respecting each of the classes of outstanding stock of the
Corporation delineated in the Articles of Incorporation of the Corporation as
amended from time to time. Voting rights of Stockholders shall be determined
with reference to the names and addresses of Stockholders as appearing on the
1
<PAGE>
books of the Corporation as of the Record Date. Votes may be cast in person or
by written authorized proxy.
Section 4. PROXY. Each proxy must be executed in writing by the Stockholder of
the Corporation, or his duly authorized attorney. No proxy shall be valid after
the expiration of eleven (11) months from the date of its execution unless it
shall have specified therein its duration.
Section 5. QUORUM. A majority of the voting power of the outstanding voting
stock of the Corporation shall constitute a quorum at any Stockholder' meeting,
but any number of Stockholders, even if less than a quorum, may adjourn the
meeting from time to time and place to place.
Section 6. RECORD DATE. The Board of Directors may fix a date not more than
forty (40) days prior to the date set for a meeting of Stockholders as the
Record Date as of which the Stockholders of record who have the right to and are
entitled to notice of and to vote at the meeting and any adjournment thereof
shall be determined.
Section 7. VALIDATION. when Stockholders who hold a majority of the voting power
of all the outstanding voting stock of the Corporation shall be present at such
meeting, however called or notified, and shall sign a written consent thereto on
the record of the meeting, the acts of such meeting shall be as valid as if
legally called and notified.
Section 8. ACTION BY STOCKHOLDERS WITHOUT A MEETING. Notwithstanding any of the
foregoing provisions of this Article I, any action which may be taken by
Stockholders at a meeting may be taken without a meeting provided that a written
consent is signed by Stockholders representing an amount of the voting power of
the outstanding voting stock of the Corporation necessary to take such
Stockholder action, provided that all consents solicited and tendered under this
Section or Section 607.394 of the Florida Statutes shall be subject to:
a. The setting of a record date for said consent shall be established by the
Board of Directors of the Company. But in no case shall the Record Date be less
than ninety (90) days from the earliest date a consent is tendered to the
corporate Secretary.
b. That any consent tendered to the corporate Secretary of the Company shall
not be effective until 90 days have elapsed from the date of tender in order to
allow the Corporate Secretary to review the consent for compliance with all
provisions of the corporate By-Laws, Articles and the laws of the State of
Florida, fair and reasonable disclosure under the United States Securities &
Exchange Commission rules and regulations, and compliance with all applicable
anti-fraud provisions of the State and Federal statutes.
ARTICLE II.
DIRECTORS
Section 1. NUMBER. The affairs and business of this Corporation shall be managed
and its corporate powers exercised by a Board of Directors composed of at least
one (1) member but not to exceed nine (9) members who need not be Stockholders
of record. All of the Directors shall be of full age and at least one of such
Directors shall be a citizen of the United States.
2
<PAGE>
Section 2. HOW ELECTED. At the annual meeting of Stockholders, the individuals
receiving a plurality of the votes cast shall be directors and shall constitute
the Board of Directors until the next annual meeting of the Stockholders and
election and qualification of their successors. In no case shall there be
cumulative voting.
Section 3. TERM OF OFFICE. The term of office of each of the Directors shall be
one (1) year, and thereafter until his successor has been elected and qualified.
Section 4. DUTIES. The Board of Directors shall have the control and general
management of the affairs and business of the Corporation. Such Directors shall
in all cases act as a Board, regularly convened, by a majority vote, and they
may adopt such rules and regulations for the conduct of their ,meetings and the
management of the company as they may deem proper, not inconsistent with the
Articles of Incorporation of the Corporation, as amended, these By-Laws or the
laws of the State of Florida.
Section 5. DIRECTOR'S MEETINGS. Regular meetings of the Board of Directors shall
be held immediately following the annual meeting of the Stockholders, and at
such other times as the Board of Directors ray determine. Special meetings of
the Board of Directors may he called by any two Directors at any time, and shall
be called by the President or the Secretary upon the Written request of two (2)
Directors. Directors' meetings may be held within or without the State of
Florida.
Section 6. NOTICE OF MEETINGS. Notice of meetings, other than the regular annual
meeting, shall be given by service upon each Director in person, or by mailing
to him at his last known post office address, at least fifteen (15) days before
the date therein designated for such meeting including the day of mailing, of a
written or printed notice thereof specifying the time and place of such meeting,
and the business to be brought before the meeting, and no business other than
that specified in such notice shall be transacted at any special meeting. At any
meeting at which every member of the Board of Directors shall be present,
although held without notice, any business may be transacted as if the meeting
had been duly called.
Section 7. VOTING. At all meetings of the Board of Directors, each Director is
to have one vote, irrespective of the number of shares of stock that he may
hold. The act of a majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors. 3
3
<PAGE>
Section 8. VACANCIES. Vacancies in the Board occurring between annual meetings
shall be filled for the unexpired portion of the term by a majority vote of the
remaining Directors. If the remaining Directors become deadlocked and are unable
to form a majority for purposes of filling the vacancy, the vacancy shall be
filled By the Stockholders representing a majority of the voting power of the
outstanding voting stock of the Corporation either at a special meeting duly
called for such purpose or by written consent in accordance with Article I,
Section 8.
Section 9.. REMOVAL OF DIRECTORS. Directors may be removed in the following
manner:
1. Any one or more of the Directors may be removed either with or without
cause, at any time by a vote of the Stockholders holding fifty-one (51) percent
of the stock, at any special meeting called for that purpose.
2. Any Director may be removed for cause, by a majority vote of the
Directors, at any special meeting of the Directors called for that purpose.
Section 10. WAIVER OF NOTICE. Whenever by statute, the provision of the Articles
of Incorporation or these By-Laws, the Stockholders or the Board of Directors
are authorized to take any action after notice, such notice may be waived, in
writing, before or after the holding of the meeting, by a majority of the
persons entitled to such notice, or, in the case of a Stockholder, by his
attorney "thereunto authorized.
Section 11. QUORUM. At any meeting of the Board of Directors, fifty-one t51)
percent of the Board shall constitute a quorum of the transaction of business,
but in the event of a quorum not being present, a less number may adjourn the
meeting to some future date.
Section 12. EXECUTIVE COMMITTEE. The Board of Directors may, by resolution,
designate two or more of their number to constitute an Executive Committee, who
to the extent provided in such resolution, shall have and may exercise the
powers of the Board of Directors.
Section 13 ACTION OF DIRECTORS WITHOUT A MEETING. Any action which may be taken
at a meeting of the Directors of the Corporation or a Committee thereof, may be
taken without a meeting if a consent in writing setting forth the action so to
be signed by all of the Directors or a11 the members of the Committee, as the
case may be, is filed in the minutes of the proceedings of the Board or of the
Committee. Such consent shall have the same effect as a unanimous vote.
ARTICLE III.
OFFICERS
Section 1. OFFICERS. This Corporation shall have a President, a Secretary and a
Treasurer, and such other officers as shall be elected from time to time by the
Board. Any person may hold two (2) or more
4
<PAGE>
offices except that the President may not also be Secretary or Assistant
Secretary.
Section 2. ELECTION. All officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
meeting of Stockholders, and shall hold office for the term of one (1) year, or
until their successors are duly elected. Officers may also be members of the
Board. The Board .may appoint such other officers, agents and employees as it
shall deem necessary who shall have such authority and shall perform such duties
as from time to time shall be prescribed by the Board.
Section 3. DUTIES OF OFFICERS. The duties and powers of the officers of the
Corporation shall be as follows:
PRESIDENT. The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
affairs of the Corporation subject to the directions of the Board of Directors,
and shall preside at all meetings of the Stockholders and Board of Directors
unless a Chairman of the Board of Directors is elected as one of the officers of
the Corporation, in which case the Chairman of the Board shall preside.
SECRETARY. The Secretary shall have custody of, and maintain, all of the
corporate records except the financial records; shall record the minutes of all
meetings of the Stockholders and Board of Directors, send out all notices of
meetings, and perform such other duties as may be prescribed by the Board of
Directors or President.
TREASURER. The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render account thereof at the annual meetings of Stockholders and whenever else
required by the Board of Directors or President, and shall perform such other
duties as may be prescribed by the Board of Directors or President.
Section 4. BOND. The Treasurer shall, if required by the Board of Directors,
give to the Corporation such security for the faithful discharge of his duties
as the Board may direct.
Section 5. VACANCIES, HOW FILLED. All vacancies in any office shall be filled by
the Board of Directors without undue delay at its regular meeting or at a
meeting specially called for that purpose. In the case of this absence of any
officer of the Corporation or for any reason that the Board of Directors may
deem sufficient, the Board may, except as specifically otherwise provided in
these By-Laws, delegate the powers or duties of such officers to any other
officer or Director for the time being, provided fifty-one (51) percent of the
entire Board concur therein 6
Section 6. COMPENSATION OF OFFICERS. The officers shall receive such salary or
compensation as may be determined by the Board of Directors
Section 7. REMOVAL OF OFFICERS. The Board of Directors may remove any officer by
a majority vote, at any time with or without cause.
5
<PAGE>
ARTICLE IV.
INDEMNIFICATION
Section 1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Board of Directors and
employees, individually and collectively, shall be covered on any liability
claims not covered by insurance policies and any future amounts falling within
the deductible portion of any future policy(s), and for any deductible portion
on any insurance policy and also on any other claim for which there is no
insurance coverage. Therefore, under and through the self-insurance program, or
by direct coverage or payment, the additional interest of all employees and the
Board of Directors of the Corporation, while acting in the scope of their duties
while performing or (ailing to perform any and all acts within or required by
such duty, is hereby assumed By the Corporation, which will include all Legal
and defense costs and ail settlements and court awards that the employees and/or
Board of Directors may be subject to for any act or claim that would be
constituted as a breach of a duty imposed upon them or otherwise, or for any act
they perform in furtherance of the Corporation's business and functions. This
indemnity includes all damages, including those not covered because of any
deductible provision under any insurance policy.
ARTICLE V.
Certificates OF STOCK
Section 1. DESCRIPTION OF STOCK CERTIFICATE. The certificates of stock shall be
numbered in the order in which they are issued. They should be in a book and
shall be issued in consecutive order and record of the name of the person owning
the shares, with the date of issuance and number thereof, shall be kept by the
Secretary, or other Registrar appointed by the Board of Directors. Such
certificates shall exhibit the holder's name and the class and number of shares.
They shall be signed by the President or Vice-president, either manually or by
facsimile, and countersigned by the Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer, either manually or by facsimile, and sealed with the seal
of the Corporation.
Section 2. TRANSFER OF STOCK. The stock of the Corporation shall he assignable
and transferable on the books of the Corporation only by the person in whose
name it appears on said books, his legal representatives or by his duly
authorized agent. In case of transfer by attorney, the power of attorney, duly
executed and acknowledged, shall be deposited with the Secretary, or other duly
appointed Registrar, as the case may be. In all cases of transfer, the former
certificate must be surrendered up and canceled before a new certificate may be
issued.
Section 3. LOST CERTIFICATES. If a Stockholder shall claim to have lost or
destroyed a certificate or certificates of stock issued by the Corporation, the
Board of Directors may direct, at its discretion, a new certificate or
certificates issued, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost or destroyed, and upon the deposit
of a bond or other indemnity in such amount and with such sureties, if any, as
the Board or the Transfer Agent may require.
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ARTICLE VI.
SEAL
Section 1. CORPORATE SEAL. The corporate seal shall have the name of the
Corporation and the word "seal" inscribed thereon, and may be a facsimile,
engraved, printed or an impression seal.
ARTICLE VII.
DIVIDENDS
Section 1. WHEN DECLARED. The Board of Directors shall vote to declare dividends
from net earnings or from surplus of the assets over liabilities including
capital, whenever, in their opinion; the condition of the Corporation's affairs
will render it expedient for such dividends to be declared. When the Board of
Directors shall so determine, the dividends may be paid in cash, stock or other
property.
Article VIII .
AMENDMENTS
Section 1. HOW AMENDED. These By-Laws may be altered, amended, repealed or added
to by the vote of the Board, or at a special meeting of Directors called for
that purpose. These By-Laws, and any amendments thereto, and new By-Laws added
by the Directors" may be amended, altered or replaced by the Stockholders at any
annual or special meeting of the Stockholders.
IN WITNESS WHEREOF, the undersigned President and Secretary of this Corporation
acknowledge that the foregoing seven (7) page By-Laws of NEW YORK SPORTS, INC.
have been duly adopted by the Directors of the Corporation on the _ th day of
January, 1989.
February 27, 1989 /s/ Beatrice J. Hanks
- - ---------------------- -------------------------------
Date Beatrice J. Hanks
President/Secretary/Director
February 27, 1989 /s/ Stephen H. Hanks
- - ---------------------- -------------------------------
Date Stephan H. Hanks
VicePresident/Secretary/Director
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