FORM 10-QSB
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
Delaware 20-2876380
--------------------------------- ---------------------
State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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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. [x] Yes [ ] No
As of November 18, 2005, the Registrant had outstanding 28,337,843 shares of Common Stock, par value $.001 per share.
ALFA INTERNATIONAL HOLDINGS CORP.
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS:
SEPTEMBER 30, 2005 AND DECEMBER 31, 2004
CONSOLIDATED STATEMENTS OF OPERATIONS:
THREE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY:
NINE MONTHS ENDED SEPTEMBER 30, 2005
CONSOLIDATED STATEMENTS OF CASH FLOWS:
NINE MONTHS ENDED SEPTEMBER 30, 2005
NINE MONTHS ENDED SEPTEMBER 30, 2004
NOTES TO FINANCIAL STATEMENTS
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
ITEM 3: CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
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Forward-Looking Statements
Some of the information contained in this Report may constitute forward-looking statements or statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and projections about future events. The words "estimate", "plan", "intend", "expect", "anticipate" and similar expressions are intended to identify forward-looking statements which involve, and are subject to, known and unknown risks, uncertainties and other factors which could cause the Company's actual results, financial or operating performance or achievements to differ from future results, financial or operating performance or achievements expressed or implied by such forward-looking statements. Projections and assumptions contained and expressed herein were reasonably based on information available to the Company at the time so furnished and as of the date of this filing. All such projections and assumptions are subject to significant uncertainties and contingencies, many of which are beyond the Company's control, and no assurance can be given that the projections will be realized. Potential investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30 December 31,
2005 2004
ASSETS ------------- -----------
(Unaudited) (Note 1)
CURRENT ASSETS:
Cash $ 2,632 $ -
Accounts Receivable 86,665 13,449
Inventory, net of reserves 65,401 44,682
Prepaid and other current assets - 5,494
-------- --------
Total Current Assets 154,698 63,625
-------- --------
PROPERTY AND EQUIPMENT:
Office & Computer Equipment 97,558 95,803
General Plant 17,799 17,799
Furniture & Fixtures 15,951 15,951
Leasehold Improvements 866 866
-------- --------
132,174 130,419
Less: Accumulated depreciation (101,768) (90,517)
-------- --------
30,406 39,902
-------- --------
OTHER ASSETS:
Deposits 13,524 12,524
-------- -------
13,524 12,524
-------- -------
Total Assets $ 198,628 $ 116,051
-------- --------
(4)
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 78,424 $ 76,202
Accrued payroll 143,674 53,180
Customer deposits 43,212
-
Dividends payable 161,673 14
Due to affiliate 47,747 52,596
Accrued expenses and other
current liabilities 7,125 43,749
-------- --------
Total Current Liabilities 481,855 225,741
-------- --------
COMMITMENTS
STOCKHOLDERS' EQUITY:
Undesignated preferred stock:
Authorized: 850,000 shares
Issued and outstanding: none
Series B preferred stock:
Authorized:150,000 shares,$.001 par
Value at September 30, 2005 and
$.01 par Value at December 31, 2004.
Issued and outstanding:108,350 shares
At September 30, 2005 and 107,400
Shares at December 31, 2004 108 1,074
Common stock:
Authorized: 50,000,000 shares,
$.001 par value at September 30,
2005 and 15,000,000 shares,$.01
Par value at December 31, 2004
Issued and outstanding:
12,053,565 shares at September
30, 2005 and 11,305,552 shares
At December 31, 2004 12,054 113,056
Capital in excess of par value 8,905,755 8,449,034
Retained earnings (deficit) (9,201,144) (8,672,854)
---------- ----------
Stockholders' Equity (Deficit) (283,227) (109,690)
---------- ----------
Total Liabilities & Equity $ 198,628 $ 116,051
See accompanying notes to consolidated financial statements.
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ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
------------------------------------------
(UNAUDITED) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
September 30, September 30,
---------------------- ----------------------
2005 2004 2005 2004
---- ---- ---- ----
REVENUES:
Net sales $ 107,703 $ 36,426 $ 152,537 $ 63,054
--------- --------- --------- ---------
COSTS AND EXPENSES:
Cost of sales 87,749 25,989 148,343 42,577
Selling, general and administrative 151,763 223,285 370,254 755,081
Interest (income) expense (91) 88 (182) (2)
Miscellaneous (Income) Expense (59) 12,806 ( 86) 13,767
Income taxes 216 2,415 551 3,492
--------- --------- --------- ---------
239,578 264,583 518,880 814,915
--------- --------- --------- ---------
NET LOSS $ (131,875) $ (228,157) $ (366,343) $ (751,861)
--------- --------- --------- ---------
PREFERRED STOCK DIVIDENDS $ 53,447 $ 53,625 $ 161,947 $ 154,000
---------- ---------- ---------- ----------
LOSS APPLICABLE TO
COMMON STOCKHOLDERS $ (185,322) $ (281,782) $ (528,290) $ (905,861)
--------- ---------- ----------- ----------
BASIC & DILUTED LOSS PER COMMON SHARE $ (.01) $ (.03) $ (.04) $ (.08)
-------- ------- -------- --------
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 12,003,808 11,097,728 11,771,056 11,003,932
See accompanying notes to consolidated financial statements.
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ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------
(UNAUDITED)
Common Stock Preferred Stock
-------------------- --------------- Capital in Retained
Par Par Excess of Earnings
Shares Value Shares Value Par Value (Deficit)
------ ------ ------ ----- --------- ---------
Balances At
December 31,
2004 11,305,552 $ 113,056 107,400 $ 1,074 $ 8,449,034 $(8,672,854)
Issuance of
common stock
for consulting
services 150,000 1,500 20,250
Issuance of
common stock
for cash, net of
expenses 577,725 5,064 298,651
Issuance of
preferred stock
for cash, net of
expenses 1,450 15 28,985
Conversion of
preferred stock
for common stock 20,000 20 (500) (1) (19)
Issuance of
preferred stock
dividends in
common stock 288 - 288
Preferred stock
dividends (161,947)
Par Value Adjustment (107,586) (980) 108,566
Net loss - - - - - (366,343)
---------- ------- ------- ------- --------- ----------
Balances At
September 30, 2005 12,053,565 $ 12,054 108,350 $ 108 $ 8,905,755 $(9,201,144)
---------- ------- ------- ------- --------- ----------
See accompanying notes to consolidated financial statements.
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ALFA INTERNATIONAL HOLDINGD CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
----------------------------------------
(UNAUDITED)
Nine Months Ended
September 30,
----------------
2005 2004
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (366,343) $ (751,861)
Adjustments to reconcile net loss to net
cash flows from operating activities:
Depreciation and amortization 11,251 10,903
Inventory reserve - (95,947)
Stock issued for consulting services 21,750 10,500
Changes in operating assets and liabilities:
Accounts receivable (73,216) ( 8,257)
Inventories (20,719) 31,629
Prepaid expenses and other current assets 5,494 (27,695)
Other assets (1,000) -
Accounts payable 2,222 24,776
Customer deposits 43,212 -
Accrued expenses and other current liabilities 53,870 (81,540)
--------- ---------
Net cash flows from operating activities (323,479) (887,492)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (1,755) (12,429)
Repayment from (Advance to) affiliate - net - 397,179
Security Deposits - (360)
--------- ---------
Net cash flows from investing activities (1,755) 384,390
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 303,715 -
Net proceeds from issuance of preferred stock 29,000 283,548
Advances from affiliate (4,849) 30,733
--------- ---------
Net cash flows from financing activities 327,866 314,281
NET CHANGE IN CASH 2,632 (188,821)
--------- ---------
CASH, BEGINNING OF PERIOD - 191,665
--------- ---------
CASH, END OF PERIOD $ 2,632 $ 2,844
--------- ---------
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid (refunded) $ - $ -
--------- ---------
Interest paid - -
--------- ---------
NON-CASH FINANCING ACTIVITIES:
Preferred stock dividend $ 161,947 $ 154,000
-------- ---------
See accompanying notes to consolidated financial statements.
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ALFA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated balance sheet for Alfa International Holdings Corp. and subsidiaries ("Alfa" or the "Company") at the end of the preceding fiscal year has been derived from the audited balance sheet and notes thereto contained in the Company's annual report on Form 10-KSB/A for the year ended December 31, 2004 and is presented herein for comparative purposes. All other financial statements are unaudited. In the opinion of management, all adjustments, which include only normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for all periods presented, have been made.
The results of operations for the interim periods presented are not necessarily indicative of operating results for the respective full years. At September 30, 2005, the Company had two wholly-owned subsidiaries. As of the date of this report the Company has three wholly-owned subsidiaries through which it conducts all of its operations. All inter-company transactions have been eliminated in the consolidated financial statements.
Certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted in accordance with the published rules and regulations of the Securities and Exchange Commission.These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10- KSB/A for the fiscal year ended December 31, 2004.
Principles of Consolidation - The consolidated financial statements include the accounts of Alfa International Holdings Corp.("Alfa") and its wholly-owned subsidiaries, Contact Sports, Inc.("Contact Sports") and Ty-Breakers Corp. ("Ty-Breakers"), collectively referred to as the "Company". All inter-company transactions have been eliminated in consolidation.
Nature of the Business - Alfa is a holding company which operates through its Contact Sports and Ty-Breakers subsidiaries. Contact Sports designs, manufactures and distributes athletic apparel. Ty-Breakers is a manufacturer and distributor of Tyvek apparel products which are for sale primarily in the United States. All of Ty-Breakers' Tyvek is purchased from one unrelated supplier, who is the sole producer of Tyvek.
Financial Instruments - Financial instruments include cash, accounts receivable, accounts payable and accrued expenses. The
amounts reported for financial instruments are considered to be reasonable approximations of their fair values, based on market information available to management.
Estimates and Uncertainties - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined at a later date, could differ from those estimates.
Revenue Recognition - The Company follows the guidelines of SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB101). Revenue from the sale of products is recognized upon shipment.
Concentration of Credit Risk - The Company maintains cash balances in several financial institutions which are insured by the Federal Deposit Insurance Corporation up to $100,000 each. At times, such balances may be in excess of the FDIC insurance limit.
Inventories - Inventories are stated at the lower of cost (first-in, first-out method) or market.
Property and Equipment - Property and equipment are stated at cost. Depreciation has been computed using a straight-line method over estimated lives of 5 years.
Advertising and marketing costs - Advertising, promotional and marketing costs of approximately $2,386 and $93,784 for the nine months ended September 30, 2005 and September 30, 2004, respectively, were expensed as incurred.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, amending FASB Statement No. 123, Accounting for Stock-Based Compensation." This statement amends SFAS No. 123 to provide alternative methods of transition for an entity that voluntarily changes to the fair value-based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of SFAS No. 123 to require prominent disclosure about the effects on operating results of an entity's accounting policy decisions with respect to stock-based employee compensation. SFAS No. 148 also
amends APB 28, "Interim Financial Reporting" to require disclosure about those effects in interim financial information. Alfa adopted the disclosure provisions for the year ended December 31, 2002. The following table illustrates the effect on results of operations if the Company had applied the fair-value-recognition provisions of SFAS No. 123 for the three and nine-month periods ended September 30, 2005 and 2004 (unaudited):
3 Mos. Ended September 30 9 Mos. Ended September 30
------------------------- -------------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
Net loss applicable to common
shareholders, as reported $(185,322) $(281,782) $(528,290) $(905,861)
Deduct:
Total stock-based employee
compensation determined under
fair value method for stock
options, net of tax ( 5,600 ) ( 5,000) ( 16,800) (15,000)
---------- --------- --------- ----------
Pro forma loss applicable
to common stockholders $(190,922) $(286,782) $(545,090) $(920,861)
========== ========= ========= ==========
Basic loss per share, as reported $ (0.01) $ (0.03) $ (0.04) $ (0.08)
========= ========= ======== ========
Basic loss per share, pro forma $ (0.02) $ (0.03) $ (0.05) $ (0.08)
========= ========= ======== ========
Diluted loss per share, as reported $ (0.01) $ (0.03) $ (0.04) $ (0.08)
========= ========= ======== ========
Diluted loss per share, pro forma $ (0.02) $ (0.03) $ (0.05) $ (0.08)
========= ========= ======== ========
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Net Loss Per Share - Basic and diluted loss per share are based upon the weighted-average number of common shares outstanding during the period. The computation of diluted earnings per share does not assume the conversion, exercise or contingent issuance of securities that would have a dilutive effect on loss per share.
NOTE 2 - GOING CONCERN AND LIQUIDITY
The Company has incurred significant operating losses and is in a weak financial position, raising substantial doubt about its ability to continue as a going concern. The continued existence of the Company is dependent upon its ability to attain profitable operations and procure additional financing. However, there can be no assurance that the Company will attain profitable operations or obtain additional financing.
NOTE 3 - JOURNEY OF LIGHT, INC.
On October 11, 2005 (the "Effective Date"), Alfa completed the acquisition of Journey of Light, Inc., a Delaware corporation ("JOL") as a wholly owned subsidiary. JOL was merged with and into the Merger-Sub (the "Merger"). The Merger-Sub which is a New York corporation and a wholly-owned subsidiary of Alfa was recently formed for the purpose of acquiring JOL. The Merger-Sub has changed its corporate name to Journey of Light, Inc.
JOL was a privately-held company engaged primarily in the business of real estate development in the country of Oman. In connection with the Merger, Alfa issued 16,284,278 shares of its $.001 par value common stock ("Common Stock") to the shareholders of JOL (SEE: Note 6 - SUBSEQUENT EVENT).
NOTE 4 - SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK:
In October 2003, the Board of Directors authorized an increase to 150,000 in the number of shares of the Company's preferred stock designated as Series B Preferred Stock. The Company conducted a Private Placement (the "Offering")of its securities ("Units"). During the nine months ended September 30, 2005, the Company sold 1,450 shares of its Series B Preferred Stock and 58,000 warrants. Net proceeds from sales of the Units totaled $29,000 during the nine months ended September 30, 2005. The Offering was closed by the Company on October 11, 2005.
The Series B Redeemable Convertible Preferred Stock has been excluded from the computation of diluted earnings per share for the period ended September 30, 2005, as the conversion would be anti- dilutive after adding back preferred stock dividends to net loss.
As of the date hereof, Alfa has 4,100,500 warrants outstanding at an exercise price of $0.75 per share of Common Stock. The Company reduced the exercise price of the warrants to $0.60 for the period beginning June 7, 2005 and ending August 12, 2005 (the "Warrant Exercise Period"). During the Warrant Exercise Period warrant holders exercised 253,500 warrants at the reduced exercise price of $0.60 per share and the Company received net proceeds therefrom of $137,490. The remaining 4,100,500 unexercised warrants are exercisable at $0.75 per share and expire on September 30, 2006.
NOTE 5 - COMMITMENTS
Leases
The Company leases its executive office in New York, N.Y. under a ten-year lease entered into in February 2003. Rent expense for the Company's executive offices for 2004 was $54,473. The Company also rents warehouse space in Jersey City, New Jersey on a month- to-month basis.
The minimum annual lease payments are as follows:
2005 $ 51,800 2006 $ 51,800 2007 $ 51,800 2008 and beyond $ 292,500 |
Employment Agreements
Alfa is obligated to pay its Chief Executive Officer and President an annual base salary of $125,000 through December 31, 2010 plus an additional amount based on a combination of net sales and earnings before taxes. Due to the Company's cash position, all salary payments to this individual have been deferred and accrued, effective October 1, 2004.
Contact Sports had been obligated through December 31, 2006 to pay its President an annual base salary of $75,000, plus an additional amount based on a combination of net sales and earnings before taxes. This agreement was terminable by the Company as of December 31, 2003, provided that net sales for 2003 were not at least $1,000,000. Prior to December 31, 2003, the Company elected to not invoke this provision. As a result of lack of sufficient cash to fund operating expenses, by mutual agreement between the Company and this individual, effective October 1, 2004, the Company discontinued making salary payments or accruing any liability for salary payments that would have been due under this individual employment agreement. The Company has made some consulting fee payments to this individual as its cash resources permitted and will continue to do so. Any such
payments are not part of this individual's employment agreement, which is no longer in effect as to salary payments. This individual's employment agreement may be re-negotiated with the Company at a future point in time, the terms of such possible renegotiated agreement, if executed, cannot be determined at this time.
Alfa was obligated through December 31, 2009 to pay its Vice- President an annual base salary of $75,000, plus an additional amount based on a combination of net sales and earnings before taxes. This agreement was terminable by the Company as of December 31, 2003, provided that net sales for 2003 were not at least $1,000,000. As of December 31, 2003, the Company elected to not invoke this provision. As a result of lack of sufficient cash to fund operating expenses, by mutual agreement between the Company and this individual, effective October 1, 2004, the Company discontinued making salary payments or accruing any liability for salary payments that would have been due under this individual employment agreement. The Company has made some consulting fee payments to this individual as its cash resources permitted and will continue to do so. Any such payments are not part of this individual's employment agreement, which is no longer in effect as to salary payments. This individual's employment agreement may be re-negotiated with the Company at a future point in time, the terms of such possible renegotiated agreement, if executed, cannot be determined at this time.
Factoring Agreement
In March 2004, Contact entered into a one-year Agreement which currently remains in effect with a company specializing in factoring accounts receivable. The Agreement is renewed annually unless terminated in accordance with its terms and it covers all accounts receivable that Contact, in its sole discretion, chooses to assign to the factor. The factoring agreement assures Contact of payment by the factor of any accounts receivable assigned to the factor. Contact has agreed under the factoring agreement to pay the factor a fee equal to a percentage of each account receivable assigned to it and has further agreed to a minimum monthly amount of such fees during the term of the factoring agreement.
NOTE 6 - SUBSEQUENT EVENT
On May 25, 2005, Alfa and Journey of Light, Inc., a Delaware corporation ("JOL") executed a definitive agreement("Agreement")
whereby Alfa agreed to acquire JOL in exchange for such number of shares of the common stock of Alfa as would equal approximately 50% of the issued and outstanding shares of common stock of Alfa (after giving effect to the conversion of Alfa's Series B Preferred Stock) immediately following such acquisition. The Agreement specified certain conditions precedent to the acquisition of JOL by Alfa, including, among other matters, the execution of a memorandum of understanding ("MOU") between JOL and the government of the Sultanate of Oman memorializing the legal and commercial aspects of the real estate development project (the "Oman Project") to be developed in Oman by JOL, and approval of the Agreement by the Boards of Directors of Alfa and of JOL. The MOU was signed by the parties on August 1, 2005.
On October 11, 2005 (the "Effective Date"), Alfa completed the acquisition of JOL as a wholly owned subsidiary of Alfa. JOL was merged with and into the Merger-Sub (the "Merger").
In connection with the Merger, Alfa issued 16,284,278 shares of its $.001 par value common stock ("Common Stock") to the shareholders of JOL. Frank J. Drohan, President and a Director of Alfa, was a JOL shareholder at the time of the Merger. In addition, Charles P. Kuczynski, Vice-President and a Director of Alfa, and Salvatore J. Bucchere, a Director of Alfa, were also each shareholders of JOL at the time of the Merger.
The Project in Qatar
JOL had been negotiating for some time with the State of Qatar to develop approximately 200 acres of waterfront real estate (the "Qutopia Project") in Doha, Qatar. JOL will not develop the Qutopia Project in Qatar and negotiations are ongoing with the State of Qatar to resolve the State of Qatar's contractual obligations to JOL. Management expects that such negotiations will, by the end of 2005, result in a friendly resolution, but litigation or referral of the matter to arbitration as called for in the Contract with Qatar may occur.
The Project in Oman.
JOL management was approached to propose a modified form of the Qutopia project (the "Oman Project") to the government of the Sultanate of Oman (the "Government") and a formal presentation of the Oman Project was presented to the Government in Oman on February 12, 2005. On March 15, 2005, the Oman Project was approved by the Government. On August 1, 2005, the Ministry of Tourism of the Government (the "MOT") and JOL signed a memorandum of understanding ("MOU") memorializing the legal and commercial aspects of the Oman Project's development. The MOU memorializes the parties agreement to (a) form an Omani company (the "Project Company") to implement the Oman Project, (b) have the MOT provide
800,000 square meters (about 200 acres) of beachfront land (the "Land") for the Oman Project in return for the MOT being an equity participant in the Project Company, (c)have the MOT provide additional land as necessary to assure the Oman Project's agreed upon financial returns, and (d) have the MOT underwrite any possible losses in the cultural and heritage portions of the Oman Project. In September 2005, the MOT increased the Land allocated to the Oman Project by adding an additional 200,000 square meters (about 45 acres) of land adjacent to the original Land. The Land constituting the Oman Project site is now 1,000,000 square meters (approximately 245 acres) of beachfront land facing the Gulf of Oman just west of the capital city of Muscat.
The Oman Project is planned to be an integration of cultural, heritage, educational and entertainment activities including hotels, commercial and residential components and a theme park and exhibitions - all of which will be owned and operated by the Project Company. Additionally, it includes the construction and sale by the Project Company of approximately 2,000 residences. It will be located on land provided by the MOT in the Seeb area which is nearby the Muscat International Airport and adjacent to the largest ongoing government sponsored tourist development in the country - The Wave Project.
As of the date hereof, JOL is preparing the master plan and feasibility study for the Oman Project for presentation to the MOT in mid-January 2006. The MOU, which is not a legally binding agreement, contemplates that the parties will enter into a legally binding agreement for the development of the Oman Project before December 31, 2005, which date is in the process of being extended by the parties to January 31, 2006.
The implementation of the Oman Project precludes an identical such project in any of the nearby countries.
Alfa expects that the Project Company (of which JOL is presently planned to be the majority shareholder) will own, operate and manage the entire Oman Project. The MOU further provides that, subject to the Government's approval of the Oman Feasibility Study presently being prepared, the parties will, in January 2006, negotiate a legally binding "Heads of Terms Agreement" which will define the major terms of the final Shareholder Agreement and Development Agreement between the Project Company and the MOT.
Alfa expects the development costs for the Oman Project to be approximately eight hundred million dollars. JOL is presently conducting discussions with several prospective lenders, investors, partners and international hotel operators.
The terms of the Merger are more fully described in the Agreement and Plan of Merger dated May 19, 2005 by and among Alfa, JOL and the Merger-Sub, a copy of which has been previously filed as an exhibit to Alfa's Report on Form 8-K dated May 27, 2005.
After the acquisition, the former stockholders of JOL own approximately 58% of the issued and outstanding voting stock of Alfa. Accordingly, the acquisition will be treated as a purchase acquisition of Alfa by JOL (a reverse acquisition) in future financial statements.
The following unaudited pro forma consolidated results of operations for the periods presented assume that the acquisition of Alfa International Holdings Corp. occurred as of December 31, 2003. The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisition been completed as of the beginning of the period presented, nor are they necessarily indicative of future consolidated results.
Nine Months Ended Year Ended
September 30, 2005 December 31,2004
------------------ ----------------
Revenues $ 152,719 $ 70,812
--------- -----------
Net Loss $(529,932) $(2,070,895)
--------- -----------
Net loss applicable to
common stockholders $(641,879) $(2,278,733)
--------- -----------
Net loss per common share,
basic and diluted $ (0.02) $ (0.08)
--------- -----------
Net loss applicable to
common stockholders per
common share, basic
and diluted $ (0.02) $ (0.08)
--------- -----------
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ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
All of the Company's operations are conducted through its wholly- owned subsidiaries, Contact Sports, Inc. ("Contact") and Ty- Breakers Corp.("Ty-Breakers").
The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The policies discussed below are considered by management to be critical to an understanding of the Company's financial statements because their application places the most significant demands on management's judgment, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. For all of these policies, management cautions that future events rarely develop exactly as forecast, and that the best estimates routinely require adjustment.
Revenue Recognition. Revenue is recognized when goods are shipped to customers from production facilities, the Company's warehouse or outside warehouses. Goods shipped to customers on a "consignment" or "guaranteed sale" basis are not booked as revenue until payment for sale of such goods is received by the Company.
Inventory Reserves. The Company previously established inventory reserves to cover losses anticipated from inventory items becoming either non-saleable or saleable only at greatly reduced "close-out" prices. As of the date of this report, a total of $29,291 of such inventory along with the associated $29,291 inventory reserve has been written off during the first half of 2005. In addition the value of then existing consignment inventory at a customer's location was reduced as of June 30, 2005 by an $18,807 inventory write-down and the remaining balance of such consignment inventory was paid for by the customer in the third quarter of 2005. Contact's future business plan calls for it to build inventory primarily against approved purchase orders and to maintain moderate amounts of risk inventory for fill-in orders on fast-moving items. Such risk inventory will generally be exclusively finished goods and, if unsold, will generally be
liquidated on a close out basis at the end of each season. There are no inventory reserves as of September 30, 2005 and management believes this to be adequate.
Alfa continues to concentrate on (i) building its Contact subsidiary's business and brand awareness, and (ii) its capital raising and financing activities. On October 11, 2005 Alfa acquired Journey of Light, Inc., a Delaware corporation ("JOL") as a wholly owned subsidiary.
On October 11, 2005 (the "Effective Date"), Alfa completed the acquisition of JOL as a wholly owned subsidiary of Alfa. JOL was merged with and into the Merger-Sub (the "Merger"). The Merger- Sub which is a New York corporation and a wholly-owned subsidiary of Alfa was recently formed for the purpose of acquiring JOL. The Merger-Sub has changed its corporate name to Journey of Light, Inc. JOL was a privately-held company engaged primarily in the business of real estate development in the country of Oman.
On August 1, 2005, the Ministry of Tourism of the Government of Oman (the "MOT") and JOL signed a memorandum of understanding ("MOU") memorializing the legal and commercial aspects of the Oman Project's development.In September 2005, the MOT increased the Land allocated to JOL for the Oman Project by adding an additional 200,000 square meters (about 45 acres) of adjacent land. The Land constituting the Oman Project site is now 1,000,000 square meters (approximately 245 acres) of beachfront land facing the Gulf of Oman just west of the capital city of Muscat.
As of the date hereof, JOL is preparing the master plan and feasibility study for the Oman Project for presentation to the MOT in mid-January 2006. JOL has engaged the services of Michael Baker Jr., Inc. ("Baker") (www.mbakercorp.com) as JOL's Program Manager to assist JOL in this process. Baker, which employs over 4,000 people in the U.S. and abroad, is located in Pittsburgh, PA and is highly experienced in all aspects of design, program management and construction management for large scale construction and development projects.
Alfa expects that the Project Company (of which JOL is presently planned to be the majority shareholder) will own, operate and manage the entire Oman Project. The MOU further provides that, subject to the Government's approval of the Oman Feasibility Study, JOL and the MOT will negotiate a legally binding "Heads of Terms Agreement" which will define the major terms of the final Shareholder Agreement and Development Agreement between the Project Company and the MOT.
Alfa expects, based on present assumptions which are subject to modification, that the development costs for the Oman Project will be approximately eight hundred million dollars.
The terms of the Merger are more fully described in the Agreement and Plan of Merger dated May 19, 2005 by and among Alfa, JOL and the Merger-Sub, a copy of which has been previously filed as an exhibit to Alfa's Report on Form 8-K dated May 27, 2005.
The Company maintains its corporate offices at The Empire State Building, 350 Fifth Avenue, Suite 1103, New York, NY 10118 and its telephone number is 212-563-4141. Warehouse space at 111 Port Jersey Boulevard, Jersey City, NJ 07305 is leased by Contact on a month to month basis from an unaffiliated third party.
RESULTS OF OPERATIONS:
THREE MONTHS ENDED SEPTEMBER 30,2005 vs.
THREE MONTHS ENDED SEPTEMBER 30,2004
Revenue in the third quarter of 2005 was $107,703, an increase of $71,277 (195%)as compared to the same period in 2004. This increase is attributable to an increase in private label sales at Contact. The cost of sales percentage for the third quarter of 2005 of 81% was indicative of the nature of the private label sales shipped during the quarter which carry a lower (typically 20%) gross profit margin than Contact's "branded" merchandise. The Company believes it's cost of sales percentage on its "branded" Contact Sports products will be between 40% and 50%. Contact's inventory is expected to increase in line with sales growth but inventory will generally only be manufactured pursuant to specific purchase orders. Significant inventories of unsold products ("Risk Inventory") are not expected to be maintained by Contact.
Selling, general and administrative expenses were $151,763 during the third quarter of 2005, compared to $223,285 in the third quarter of 2004. This decrease of $71,522 (32%) was primarily attributable to the Company's stringent cost cutting during the period including salaries and consulting fees for internal accounting services.
Contact's marketing and promotional expenditures were not significant during the period but are expected, subject to the availability of financial resources, to be quite substantial in the future as the Company continues to market Contact's product line.
The Company plans, subject to the availability of the necessary financial resources, to continue to put a major emphasis on: (i)
developing the Contact line and brand-name recognition through
its advertising and marketing efforts; (ii) further sales
penetration of its Contact Sports line into the national and
regional specialty sports retail stores and department stores;
(iii) supporting Contact's sales efforts with advertising and
marketing efforts including customer-specific advertising and
marketing programs to drive traffic to the stores carrying
Contact's products. In house Contact personnel continue to call
on retailers to solicit orders for Contact's products.
As resources permit, Contact will support its product line with advertising and marketing efforts targeted to the markets where the retail stores carrying Contact's products are located and Contact intends, as resources permit, to expand such advertising and marketing efforts on a regional and national basis in line with sales penetration. Contact has created and produced a variety of radio and television ads and print and billboard advertisements as well as a marketing and public relations campaign aimed at creating demand at the consumer level. The foregoing is planned to be targeted to the geographical areas where Contact receives orders from retail stores.
Subject to the availability of the financial resources, additional advertising is planned in conjunction with Contact's product deliveries to retailers. The Contact marketing plan is particularly directed at positioning and establishing a "brand identity" for Contact. The Company views the use of professional athletes and nationally-known recording artists as "Contact spokespersons" in the print and video advertising campaign as very important to this branding effort, and the advertising campaign is planned to feature such Contact spokespersons in video, voice and print. The marketing campaign is intended to establish and reinforce the Contact sports brand. Subject to the availability of the financial resources to implement its advertising campaign, Contact plans to air commercials - in conjunction with product deliveries to retail stores - on ESPN, ESPN2, BET, MTV and other popular radio stations.
The Company incurred a net loss from operations of $131,875 during the third quarter of 2005 as compared to a net loss from operations of $228,157 during the third quarter of 2004. This $96,282 (42%) decrease in the Company's loss was attributable to the above-mentioned increases in sales revenue at Contact combined with the reduction in operating costs. The Company is experiencing these continued losses due to an insufficient level of sales at Contact.
The Company will need to further increase sales at Contact in order to attain profitability. Management believes that Contact and the Company will continue to generate negative cash flows for the Company during the remainder of 2005 and that a profitable
level of sales will only be attained after Contact's "branded" products are successfully sold into its target customers' retail stores. The Company has in the past underestimated the difficulty of launching a new apparel brand but believes that Contact is making progress in this regard. Because of the attractive gross margins that can be obtained with "branded" merchandise, Contact intends to continue its efforts to sell its Contact Sports apparel collections to retail stores. No assurance can be given however that profitable operations will be attained in the near future.
NINE MONTHS ENDED SEPTEMBER 30,2005 vs.
NINE MONTHS ENDED SEPTEMBER 30,2004
Revenue in the first nine months of 2005 was $152,537, compared to $63,054 in the first nine months of 2004. This increase of $89,483 (141%) as compared to the same period in 2004 is almost entirely attributable to increased sales of private label merchandise at Contact Sports during the third quarter of 2005 as mentioned above. The cost of sales for the first nine months of 2005 was $148,343 (97%) and was indicative of the nature of the private label sales shipped during the quarter which carry a lower (typically 20%) gross profit margin than Contact's "branded" merchandise. Additionally the cost of sales for the first nine months of 2005 was negatively affected by the $18,807 inventory write-down during the second quarter of existing consignment inventory at a customer's location. The Company believes it's cost of sales percentage on its "branded" Contact Sports products will be between 40% and 50%. Contact's inventory is expected to increase in line with sales growth but inventory will generally only be manufactured pursuant to specific purchase orders. Significant Risk Inventories are not expected to be maintained by Contact. The nature of Contact's business involves taking orders for future delivery, sometimes as much as six months in advance. This allows Contact to avoid, to a great extent, speculating on Risk Inventory.
Selling, general and administrative expenses were $370,254 during the first nine months of 2005, compared to $755,081 in the first nine months of 2004. This decrease of $384,827 (50%) was primarily attributable to the Company's stringent cost cutting during the period including salaries and consulting fees for internal accounting services.
The Company incurred a net loss from operations of $366,343 during the first nine months of 2005 as compared to a net loss from operations of $751,861 during the first nine months of 2004. This $385,518 (51%)decrease in the Company's loss is attributable to the above-mentioned increases in sales revenue at Contact
combined with the reduction in operating costs. The Company is experiencing these continued losses due to an insufficient level of sales at Contact.
To be truly effective, Contact's sales efforts for its branded products should be supported by concurrent advertising expenditures, which cannot be presently undertaken due to the Company's weak financial position. Marketing, promotional, advertising and trade show expenditures will need to be undertaken to increase Contact's order taking process for its collections of branded product. While these expenditures will depress earnings in the short run they are critical to Contact's long term objective of establishing the Contact Sports brand.
The Company will need to further increase sales at Contact in order to attain profitability. Management believes that Contact and the Company will continue to generate negative cash flows for the Company during the remainder of 2005 and that a profitable level of sales will only be attained after Contact's "branded" products are successfully sold into its target customers' retail stores. The Company has in the past underestimated the difficulty of launching a new apparel brand but believes that Contact is making progress in this regard. Because of the attractive gross margins that can be obtained with "branded" merchandise, Contact intends to continue its efforts to sell its Contact Sports apparel collections to retail stores. No assurance can be given however that profitable operations will be attained in the near future.
In previous reports management had stated its belief that such sales performance and positive cash flow at Contact might occur in 2005. The difficulty of establishing a new "brand" combined with a lack of the necessary financial resources have often caused events to not develop as forecast by management and management's estimates have frequently required adjustments.
LIQUIDITY AND CAPITAL RESOURCES:
The Company has experienced negative cash flows during the past several fiscal years. The Company incurred net losses of $1,020,624, $706,801 and $789,511 in fiscal 2004, 2003 and 2002,respectively. The Company's net loss from operations for the nine months ended September 30, 2005 was $366,343. During the nine months ended September 30, 2005, the Company had a negative cash flow from operations which was approximately offset by a positive cash flow from financing activities which resulted primarily from sales of the Company's equity securities during the nine months ended September 30, 2005.
At September 30, 2005, the Company had a working capital deficit of $(327,157), compared to a working capital deficit of $(162,116) at December 31, 2004. The $165,041 reduction in working capital was primarily attributable to increases in customer deposits, accrued payroll and dividends payable, net of the increases in accounts receivable and inventory during the period. Of the $481,855 of current liabilities at September 30, 2005, - $353,094 or 73% represent amounts which are either (i) due to officers or affiliates or (ii) may be paid in common stock in lieu of cash.
The $323,479 of funds used by operating activities in the first nine months of 2005 resulted primarily from the net loss of $366,343 and increases in accounts receivable and inventory, net of increases in customer deposits and accrued payroll and expenses.
Funds totaling $1,755 were invested in the first nine months of 2005 in computer and telephone equipment.
Funds totaling $327,866 were provided by financing activities during the first nine months of fiscal 2005 from net proceeds realized from the sales of common and preferred stock.
As a result of the foregoing, the Company had a cash balance at September 30, 2005 of $2,632 as compared to no cash balance at December 31, 2004.
The Company will rely principally upon the businesses of its Contact Sports subsidiary and its newly acquired JOL subsidiary for revenue growth (SEE: Notes to Financial Statements - Note 6 - Subsequent Event). The continuation of Contact's marketing efforts is contingent upon the receipt by Alfa of the necessary financing to fund Contact's marketing plan. Because of the substantial uncertainties discussed herein, including the difficulty of launching a new "Brand" in the apparel business, the Company can presently give no assurance that Contact will attain its objectives with respect to bookings, shipments or sales in the timetable previously described, or in any timetable.
Without the Company's ability to substantially increase sales in its Contact Sports subsidiary and without the receipt of additional funding to implement Contact's marketing and advertising campaign to spur such sales, Contact's selling efforts will have to be scaled down, postponed or cancelled, any of which events would significantly affect Contact's - and possibly the Company's - ability to continue operations.
To assist in selling all retailers, including the credit- deficient small independent retailers, Contact has entered into a one-year Agreement with a company specializing in factoring
receivables. This Agreement commenced in March 2004 and encompasses both USA sales and any foreign sales made by Contact that Contact, in its sole discretion, chooses to assign to the factor. The Agreement is deemed renewed from year to year following the initial term unless terminated with notice by either party and currently remains in effect. Contact is considering entering into a new Agreement with the same company that will maintain all of the current factoring provisions but will also add a borrowing provision against receivables. There can be no assurance that such an agreement can be concluded between the Company and its factor on mutually satisfactory terms. The factoring agreement allows Contact to be assured of payment by the factor of any accounts receivable assigned to the factor, irrespective of whether or not Contact's customer actually pays such account receivable to Contact. Contact has agreed under the factoring agreement to pay the factor an amount equal to 1.5% of any account receivable Contact assigns to it with the stipulation that the minimum monthly amount of such payments will be at least $1,125. For a select number of high risk accounts, defined as Debtors-in-Possession or special accounts, the factor is entitled to receive a surcharge of up to 3% of the assigned receivable. Any of Contact's accounts receivable assigned to the factor are maintained on Contact's records as an account receivable until payment is received from the factor for such account receivable. All fees paid to the factor are expensed as incurred.
The continuation of JOL's efforts to conclude its proposed substantial real estate development project in Oman is also contingent upon the receipt by Alfa and/or JOL of the necessary financing to fund JOL's business plan. JOL is presently in discussions with the Government of Qatar with respect to a financial settlement to resolve the State of Qatar's contractual obligations to JOL, but as of the date hereof no such settlement has been reached and no assurances can be given that any such settlement ultimately will be reached (SEE: Notes to Financial Statements - Note 6 - Subsequent Event - The Project in Qatar).
Prior to the date hereof, the Company has to a great extent relied on the net proceeds from private placements of its equity securities to fund its operations. Alfa is presently in discussions with an institutional investment fund with regard to such fund providing financing to Alfa but as of the date hereof, no transaction has been closed and no assurances can be given that any such transaction ultimately will be closed.
As of the date hereof, Alfa has 4,100,500 warrants outstanding at an exercise price of $0.75 per share of Common Stock. The Company
reduced the exercise price of these warrants to $0.60 for the period beginning June 7, 2005 and ending August 12, 2005 (the "Exercise Period"). During the Exercise Period warrant holders exercised 253,500 warrants at the reduced exercise price of $0.60 per share and the Company received net proceeds therefrom of $137,490. The remaining 4,100,500 unexercised warrants are exercisable at $0.75 per share and expire on September 30, 2006.
During the first nine months of 2005, the Company sold 1,450 shares of its Series B Preferred Stock and received net proceeds there from of $29,000.
ITEM 3 - Controls and Procedures
Within the 90 days prior to the date of the filing of this Form 10-QSB, the Company carried out an evaluation under the supervision and with the participation of management, including the Company's chief executive and financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Securities Exchange Act of 1934 Rule 13a-14(c) and 15d-14(c). Based upon that evaluation, the Company's chief executive and financial officer concluded that the Company's disclosure controls and procedures are effective in timely alerting him to material information relating to the Company required to be included in the Company's periodic SEC filings.
There have been no significant changes in the Company's internal Controls or other factors, which could significantly affect internal controls subsequent to the date of the evaluation.
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits numbered in accordance with Item 601(a) of
Regulation S-B
Exhibit Page
Numbers Description Number
------- ----------- ------
3(i) Certificate of Incorporation and
Amendment to Certificate of
Incorporation of Alfa International
Holdings Corp. E-1
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3(ii) By-laws of Alfa International
Holdings Corp. E-3
31 Sarbannes-Oxley certification E-19
32 Sarbannes-Oxley certification E-21
|
On October 11, 2005 the Company filed a Form 8-K which filing discussed the facts that,(i) effective October 11, 2005 Alfa had completed the acquisition of Journey of Light, Inc., a Delaware corporation, and (ii) Effective Monday, October 10, 2005 - the new stock ticker symbol on the OTC Bulletin Board for Alfa's common stock is "AHDS".
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.
DATED: November 18, 2005 ALFA INTERNATIONAL HOLDINGS CORP.
(Registrant)
By: /s/ Frank J. Drohan
-------------------------
Frank J. Drohan
Chief Executive Officer
and Chief Financial Officer
|
CERTIFICATE OF INCORPORATION
OF
ALFA INTERNATIONAL HOLDINGS CORP.
FIRST: The name of the corporation is ALFA INTERNATIONAL HOLDINGS
CORP.
SECOND: Its principal place of business in the State of Delaware is to be located at 2711 Centerville Road, Wilmington, County of New Castle, State of Delaware, 19808. The registered agent in charge thereof is The Company Corporation at the same address as above.
THIRD: The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on, are to do any and all things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:
"The purpose of the corporation 1s to engage in my lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware."
FOURTH: The Corporation shall be authorized to issue TWO (2) CLASSES of Stock. One class shall be designated as COMMON STOCK and shall be the voting stock of the Corporation. The total number of Shares of COMMON STOCK that he corporation is authorized to issue is TWENTY FIVE MILLION (25,000,000) SHARES, with a per value of one tenth of one cent ($0.001) each. The other Class of stock the Corporation shall have authority to issue shall be designated as PREFERRED STOCK, and shall be non-voting stock of the Corporation. The total number of Shares of PREFERRED STOCK that the Corporation shall have authority to issue shall be ONE (1,000,000) MILLION SHARES which shall have a par value of one tenth of one cent ($0.001) each and which may be issued in series by the Board of Directors from time to time. The terms, conditions and character of the Shares of PREFERRED STOCK shall be fixed by the Board of Directors of the corporation prior to the time any of such PREFERRED STOCK shares are issued by the corporation.
FIFTH: The name and mailing address of the incorporator is as follows:
Charles P. Kuczynski, 350 Fifth Avenue, Suite 1103, New York, N.Y. 10118-1104
SIXTH: The powers of the incorporator are to terminate upon filing of the certificate of incorporation, and the name an mailing address of the persons who will serve as directors until the first annual meeting of stockholders or until successors are elected and qualify is as follows:
Frank J. Drohan, 350 Fifth Avenue, Suite 1103, New York, NY 10118.
SEVENTH: The Directors shall have the power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital and to authorize and cause to be executed mortgages and liens without limit as to the amount upon the property and franchise of the Corporation.
With the consent in writing and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have the authority to dispose, in any manner, of the whole property of this Corporation.
Stamped as follows by the State of Delaware:
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:20 PM 10/08/2004
FILED 02:20 PM 10/08/2004
SRV 040730096 - 3863714 FILE
Secretary of State
Division Of Corporations
Delivered 05:35 FM 05/19/2005
FILED 05:14 PM 05/19-2005
SRV 050415334 - 3863714 FILE
STATE of DELAWARE
CERTIFICATE of AMENDMENT
CERTIFICATE of INCORPORATION
First: That a meeting of the Board of Directors of ALFA INTERNATIONAL HOLDINGS CORP., resolutions were adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered 4; so that, as amended, said Article shall be and read as follows:
Second: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the state of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Fourth: That the capital of said corporation shall not be reduced under or by reason of said amendment.
By: /s/ Frank J. Drohan
-------------------
Frank J. Drohan
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BYLAWS
OF
ALFA INTERNATIONAL HOLDINGS CORP.
(a Delaware corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice Chairperson of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such certificate or the. issuance of any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation.
The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of
shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by the registered holder's attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no
record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.
7. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date
and at the time fixed, from time to time, by the directors,
provided, that the first annual meeting shall be held on a date
within thirteen months after the organization of the
corporation, and each successive annual meeting shall be held on
a date within thirteen months after the date of the preceding
annual meeting.
A special meeting shall be held on the date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings may be
held at such place, either within or without the State of
Delaware, as the directors may, from time to time, fix. Whenever
the directors shall fail to fix such place, the meeting shall be
held at the registered office of the corporation in the State
of Delaware. The board of directors may also, in its sole
discretion, determine that the meeting shall not be held at any
place, but may instead be held solely by means of remote
communication as authorized by Section 211 (a)(2) of the
Delaware General Corporation Law. If a meeting by remote
Communication is authorized by the board of directors in its
sole discretion, and subject to guidelines and procedures as the
board of directors may adopt, stockholders and proxyholders not
physically present at a meeting of stockholders may, by means of
remote communication participate in a meeting of stockholders
and be deemed present in person and vote at a meeting of
stockholders whether such meeting is to be held at a designated
place or solely by means of remote communication, provided that
(a) the corporation shall implement reasonable measures to
verify that each person deemed present and permitted to vote at
the meeting by means of remote communication is a stockholder or
proxyholder, (b) the corporation shall implement reasonable
measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an
opportunity to read or hear the proceedings of the meeting
substantially concurrently with such proceedings, and (c) if any
stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote
or other action shall be maintained by the corporation.
- CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, which shall state the place, if any, date, and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, the written notice of any meeting shall be given not less than ten days nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the corporation. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Whenever notice is required to be given under the Delaware General Corporation Law, certificate of incorporation or bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.
- STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or during ordinary business hours at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.
- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any,
the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairperson to be chosen by the stockholders. The Secretary of the corporation, or in such Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the chairperson of the meeting shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period. A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent signing such writing or causing such person's signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. A stockholder may also authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making the determination shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to Section 212(c) of the Delaware General Corporation Law may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. A
duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
- INSPECTORS. The directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of
election to act at the meeting or any adjournment thereof. If an
inspector or inspectors are not appointed, the person presiding
at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an
inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or
at the meeting by the person presiding thereat. Each inspector,
if any, before entering upon the discharge of duties of
inspector, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and
according to the best of such inspector's ability. The
inspectors, if any, shall determine the number of shares of
stock outstanding and the voting power of each, the shares of
stock represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes,
ballots, or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count
and tabulate all votes, ballots, or consents, determine the
result, and do such acts as are proper to conduct the election
or vote with fairness to all stockholders. On request of the
person presiding at the meeting, the inspector or inspectors, if
any,shall make a report in writing of any challenge, question,
or matter determined by such inspector or inspectors and execute
a certificate of any fact found by such inspector or inspectors.
Except as may otherwise be required by subsection (e) of Section
231 of the General Corporation Law, the provisions of that
Section shall not apply to the corporation.
- QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the General Corporation Law may otherwise require, any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written,signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper shall be delivered to the corporation by delivery to its principal
place of business or an officer or agent of the corporation having custody of the book in which the proceedings of meetings of stockholders are recorded, to the extent and in the manner provided by resolution of the board of directors of the corporation.. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase "whole board" herein refers to the total number of directors which the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of persons. Thereafter the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be . The number of directors may be increased or decreased by action of the stockholders or of the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the
directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any, of the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Whenever notice is required to be given under the Delaware General Corporation Law, certificate of incorporation or bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.
Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
- CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairperson of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the
entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
6. COMMITTEES. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any power or authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.
7. WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairperson of the Board, a Vice-Chairperson of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing such officer, no officer other than the Chairperson or Vice-Chairperson of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.
Unless otherwise provided in the resolution choosing such officer, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer's successor shall have been chosen and qualified. All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to such Secretary or Assistant Secretary. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of ALFA INTERNATIONAL HOLDINGS CORP., a Delaware corporation, as in effect on the date hereof.
Dated: October 13, 2004 /S/ Charles P. Kuczynski ------------------------- Secretary of Alfa International Holdings Corp. |
(SEAL)
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Frank J. Drohan, certify that:
1. I have reviewed this quarterly report for the period ended September 30, 2005 on Form 10-QSB of Alfa International Holdings Corp. (the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and I have:
a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; and
b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.
5. I have disclosed, based on my most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors material weaknesses, if any, in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls.
6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: November 18, 2005 /s/ Frank J. Drohan ------------------- Frank J. Drohan Chief Executive Officer and Chief Financial Officer |
The originally executed copy of this Certification will be maintained at the Company's offices and will be made available for inspection upon request.
CERTIFICATION PURSUANT TO:
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Alfa International Holdings Corp. on Form 10-QSB for the period ended September 30, 2005 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, the undersigned certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Alfa International Holdings Corp.
/s/Frank J. Drohan ------------------ Frank J. Drohan Chief Executive & Financial Officer Dated: November 18, 2005 |
The originally executed copy of this Certification will be maintained at the Company's offices and will be made available for inspection upon request.