U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10SB
General Form for Registration of Securities of Small Business Issuers Under Section 12(b) or 12(g) of the Securities Act of 1934
VISIONS IN GLASS, INC.
(Name of Small Business Issuer)
Delaware 33-0885775
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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1187 Via Fresno, Cathedral City, CA 92234
(Address of Principal Executive Offices including Zip Cope)
(760) 324-8517
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered under Section 12(g) of the Act:
Common Stock, $.0001 Par Value
(Title of Class)
TABLE OF CONTENTS
PART I
Note Regarding Forward Looking Statements 1
Item 1. Description of Business 1
Risk Factors 4
Item 2. Management's Discussion and Analysis or Plan of Operation 8
Item 3. Property 9
Item 4. Security Ownership of Certain Beneficial Owners and
Management 10
Item 5. Directors, Executive Officers, Promoters, and Control
Persons of the Company 10
Item 6. Executive Compensation 11
Item 7. Certain Relationships and Related Transactions 12
Item 8. Description of Securities 12
PART II
Item 1. Market Price of and Dividends on the Company's Common
Equity and Other Shareholder Matters 13
Item 2. Legal Proceedings 13
Item 3. Changes In and Disagreements with accountants on
Accounting and Financial Disclosure 14
Item 4. Recent Sales of Unregistered Securities 14
Item 5. Indemnification of Directors and Officers 14
PART F/S
Item 1. Financial Statements 15
PART III
Item 1. Index to Exhibits 23
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FORWARD LOOKING STATEMENTS
Certain information detailed within this registration statement is based on forward-looking statements. Generally, the words "anticipate," "believes," "expects," "intends," and similar expressions identify such forward-looking statements. Forward-looking statements involved risks and uncertainties, and the Company's actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are current only as of the date of this registration statement. All parties and individuals reviewing this registration statement and considering the Company as an investment should be aware of the financial risk involved with investing in a development stage company. When deciding whether to invest or not, careful review of the risk factors detailed in Item 1 of this document and consideration of forward-looking statements contained in this registration statement should be adhered to.
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Visions In Glass, Inc. ("the Company") is filing this Form 10SB registration statement on a voluntary basis and plans to continue filing interim and periodic reports as required under the Exchange Act of 1934, as amended ("Exchange Act"), in order to maintain compliance with the Securities and Exchange Commission's ("SEC") requirements to maintain the status of a reporting company. The Company plans to become a reporting company in order to list its securities for public trading on the over-the-counter Electronic Bulletin Board ("OTCBB"). Under current National Association of Security Dealers ("NASD") rules, in order for a company to become listed on the OTCBB, it must be a reporting company under the Exchange Act.
The Company has commenced operations and generated minimal revenue and must be considered in the early development stages of embarking upon a new venture. Prospective investors should be aware of the difficulties encountered by such new enterprises, as the company faces all the risks inherent in any new business, including: competition, the absence both of an operating history and profitability and the need for additional working capital. The likelihood of the success of the Company must be considered in light of the problems and expenses that are frequently encountered in connection with the operation of a new business and the competitive environment in which the company will be operating.
BUSINESS OF THE ISSUER
Visions In Glass, Inc. ("the Company") was incorporated in the State of Delaware on June 23, 1999. Visions In Glass, Inc.'s ( "the Company," "Company," "Our," "our," "We," "we,") business plan is to become actively engaged in the business of designing, marketing and selling custom-designed stained glass, leaded glass artifacts and leaded glass windows initially through its web site on the Internet and later expanding to wholesale suppliers and art distributors.
MISSION
The mission of the Company is to create a profit by designing, marketing and selling custom-designed stained glass, leaded glass artifacts and stained glass windows. Initially the Company will make available custom-designed leaded glass artifacts featuring Holocaust images through its web site on the Internet.
PRODUCTS
Currently the Company is featuring custom-designed leaded glass artifacts featuring various Holocaust images on its web site on the Internet. Since the Holocaust stands alone as the major exercise in recorded history of depicting "man's inhumanity to man," the Company wanted to feature recollections of barbed wire, death camps and the sufferings of the people during the Holocaust. The Company is offering five designs. "Agony and Despair" which is offered 42" x 52" framed (backlit by a light box) for $20,000. In the lower left of "Agony", a woman and child is shown with the child reaching out to its father. In the upper part, the image shows a man stretching his arm in hope of help as if reaching up to God asking, "Why?" The Star of David, fence posts and barbed wire are all being consumed by the flames throughout the work. "Triangles of Identity" is also being offered 30" x 35" framed for $4,000. This work shows the various colored triangles which were worn by various groups in Nazi, Germany and the Star of David, which were worn by the Jews. "Genocide" is being offered 32" x 72" framed (backlit by light box) for $10,000. Reflected in the "Genocide" design are recollections of barbed wire, death camps fed by rail arteries, traversed by cattle cars. The design proceeds from the intrusion and disruption at the base, through the arrest of masses marched to the rail heads for transport to death camps. This is silhouetted at the top against a red, smoke filled sky of destruction. "Children of the Camps" is being offered 18" x 27" framed for $2,000. "Children" is a heartbreaking rendering of small children in a concentration camp, standing behind barbed wire, with hopelessness and despair in their eyes. "Boxcars" is offered 34" x 30" framed for $$3,500. "Boxcars" depicts the cattle cars forming the trains that traveled to the death camps. This work shows two boxcars entering the gates of Auschwitz under the arch of ARGEIT MACHT FREI. It shows the guard tower, streets, barracks, smoke stack and the inescapable Star of David.
OPERATIONS
The Company is offering these leaded glass Holocaust images for sale on the Company's web site at www.viglass.com. These leaded glass images have been designed by Irving Munowitz, the Company's president and director (see Item 5 - Directors, Executive Officers, promoters, and Control Persons of the Company). The Company is currently seeking artisans in Mexico and the United States to fill all orders from the Internet. The Company plans to collect ten percent with order confirmations and full balance including shipping costs prior to shipment. Delivery of items will be made 120 days after shipment order is placed. At this time no distribution arrangements are in place and the Company will ship all orders from its corporate office.
SALES AND MARKETING
The Company does not have any sales and marketing plan currently in place. However, the Company does intend to make the various stained and leaded glass artifacts available through two primary sales channels: through the Internet, primarily through the Company's web site and to wholesale suppliers and art distributors for placement in retail outlets where stained or leaded glass or accessories are sold. The Company currently has a web site on the Internet featuring custom-designed leaded glass Holocaust images. The Company believes that online retailing over the Internet will present the Company with a significant opportunity for the marketing and sale of its products and will enable the Company to significantly expand and diversity its customer base. The Company is seeking a contract distribution center that can ship its stained and leaded glass to various wholesale suppliers and distributors , but currently there are no distribution arrangements in place.
GOVERNMENTAL REGULATIONS
The Company is unaware of need for governmental approval for its proposed business plan. The Company is not currently subject to direct federal, state or local regulation, and laws or regulations applicable to access to or commerce on the Internet, other than regulations applicable to businesses generally. However, due to the increasing popularity and use of the Internet and other online services, it is possible that a number of laws and regulations may be adopted with respect to the Internet or other online services covering issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security.
The Company is currently not aware of any federal, state or local laws and regulations regulating the Internet at this timewhich would materially affect its proposed business activities.
The Company is unaware of any environmental laws (federal, state, or local) that will have an effect on its proposed business.
The Company has spent no money over the past two years on research and development.
Currently, the Company has no employees excluding the current officer and director. Irving Munowitz, an officer and director of the Company, is currently self-employed. (SEE ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSON" Potential Conflicts of Interest). The officer/director anticipates devoting, at most, 20 hours per month. This is only an estimate and may be increased or decreased depending on unforeseen factors. Though no commercial conflicts are anticipated between the current employers of the officers, directors, and the Company no assurance can be given that this will continue.
RISK FACTORS
The Company is in the development stage and the market it intends to compete within is well established. There are several competitors within the marketplace that have significantly greater financial and management resources than the Company. The following section describes some of the risk factors specific to the Company. Individuals should carefully consider the following risk factors, in addition to the other information presented in this registration statement, when evaluating the Company's business plan. Any of the following risks could seriously harm the business and/or prevent the furtherance of the business.
RISKS PARTICULAR TO VISIONS IN GLASS, INC.
A. NO OPERATING HISTORY TO EVALUATE.
The Company was incorporated under the laws of the State of Delaware on June 23,
1999. The Company's activities to date have been to prepare the Company's
business strategy, custom design and make certain leaded glass Holocaust images
for sale, and prepare the Company's web site on the Internet. To date, the
Company has generated minimum revenue. The Company has a limited operating
history and must be considered in the early development stages of embarking upon
a new venture. The Company is among many that have entered into the wholesale
stained/leaded glass products business. Our business and prospects must be
considered in light of the risk, expense, and difficulties frequently
encountered by companies in an early stage of development. Prospective investors
should be aware of the difficulties encountered by such new enterprises, as the
Company faces all the risks inherent in any new business, including:
competition, the absence both of an operating history and profitability and the
need for additional working capital. The likelihood of the success of the
Company must be considered in light of the problems and expenses that are
frequently encountered in connection with the operation of a new business and
the competitive environment in which the Company will be operating.
B. NEED FOR ADDITIONAL WORKING CAPITAL - CONTINUATION OF GOING CONCERN NOT ASSURED.
As of June 30, 2001, the Company had working capital of $11,351 and faces the need for substantial additional working capital in the near future. If the capital needs of the Company are greater than currently anticipated, the Company will be required to seek other sources of financing. No assurance can be given that the Company will be able to organize debt or equity financing, or that if available, it will be available on terms and conditions satisfactory to management and might dilute current shareholders.
The Company has prepared audited financial statements as of June 30, 2001, reporting that the Company is in the development stage and its ability to establish itself as a going concern is dependent upon the Company obtaining sufficient financing to continue its development activities. There is no assurance that the Company will achieve profitable operations in the future. The Company could be required to secure additional financing to implement further development plans. There is no assurance that such financing will be available to the Company, or if available, will be available on terms and conditions satisfactory to management.
C. WE HAVE HAD MINIMUM HISTORY OF OPERATIONS AND EXPECT OPERATING LOSSES IN THE FORESEEABLE FUTURE.
Even though the Company had a net income of $4,723 as of June 30, 2001, the Company expects to incur operating losses in the foreseeable future. Expenses will increase as we build an infrastructure to implement our business model. For example, we expect to hire additional employees and lease more space as need arises. In addition, we plan to significantly increase our operating expenses to:
- developing a network of artisans and craftsmen to design and make
stained and leaded glass artifacts and leaded windows;
- organizing wholesale suppliers and distributors of stained and leaded
glass artifacts and leaded windows;
- expanding the Company's web site for presentation of leaded glass
artifacts and stained and leaded glass windows.
Expenses may also increase due to the potential effect of goodwill amortization and other charges resulting from future partnerships and/or alliances, if any. If any of these and other expenses are not accompanied by increased revenue, our operating losses will be even greater than we anticipate.
D. THE PROGRESS AND OVERALL SUCCESS OF THE COMPANY IS SUBSTANTIALLY DEPENDENT UPON THE ABILITIES OF THE CURRENT OFFICER AND DIRECTOR OF THE COMPANY.
The Company's performance and operating results are substantially dependent on the continued service and performance of its officer and director. The Company intends to hire additional sales and other personnel as they move forward with their business model, though competition for such personnel is intense. There can be no assurance that the Company can retain key employees, or to attract or retain highly qualified managerial personnel in the future. The loss of the services of the Company's key employee or the inability to attract and retain the necessary sales and other personnel, would likely limit the chances for success and have a negative effect upon the Company's business, financial condition, operating results and cash flows. In addition, the concentrated ownership the sole officer and director has over the Company, which will not be significantly affected and may have a material adverse effect on future business progress. Furthermore, the current officer and director is involved with other employment other than that of the Company, which may take time from developing the business of the Company and effect the overall success.
E. COMPETITION
The Company will operate in a highly competitive environment. The Company competes with larger manufacturing companies who provide stained and leaded glass products. Our competitors have greater financial, marketing, and distribution resources. Our success will be dependent on our ability to compete with these and any other competitors on the quality of our products and their cost effectiveness. There is no assurance that we will be successful in that competition.
F. LACK OF CASH DIVIDENDS
The Company has not paid any cash dividends on its Common Shares to date and there are no plans for paying cash dividends in the foreseeable future. Initial earnings that the company may realize, if any, will be retained to finance the growth of the Company. Any future dividends, of which there can be no assurance, will be directly dependent upon earnings of the Company, its financial requirements and other factors.
G. WHOLESALE DISTRIBUTION; CAPITAL RESOURCE REQUIREMENTS
The Company presently plans to seek sales of its stained and leaded glass products through certain wholesale suppliers and distributors within the next twelve months. In addition, the Company plans to expand its web site for Internet sales. Expenses needed to build an infrastructure to implement our business model will depend upon a number of factors including the Company's ability to raise sufficient capital. There are no assurances that the Company can raise sufficient capital through debt or equity financing which might be available to the Company on favorable terms or at all and might dilute current shareholders.
H. GROWTH AND ACQUISITON MAY STRAIN THE MANAGEMENT, OPERATION AND FINANCIAL RESOURCES
There can be no assurances that the proposed business model will be adequate to support any future operations. In addition, there is a risk that the company may not be able to expand their operations at the same rate as market demand may be created.
If appropriate opportunities present themselves, the Company intends to seek out business opportunities to expand their stained and leaded glass products business. The process of integrating and acquiring any business may result in operating difficulties and expenditures, which cannot be anticipated and may absorb significant management attention that would otherwise be available for further development of their existing business. Moreover, the anticipated benefits of any acquisition may be realized. Any future acquisition of other businesses, technologies, services or products might require the Company to obtain additional equity or debt financing which might not be available to the Company on favorable terms or at all and might dilute current shareholders. Additionally, the Company may not be able to successfully identify, negotiate or finance future acquisitions or to integrate acquisitions with the current proposed business.
I. SHARES SUBJECT TO RULE 144
On June 30, 2001, the Company had 5,020,000 common shares issued and outstanding that have not been registered with the commission or anystate securities agency and are "restricted securities" and may not be sold, or otherwise transferred, without registration under the Securities Act of 1933, as amended, or an applicable exemption therefrom. Further these shares were issued to an affiliate and were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act. However, these shares may be sold in limited quantities after June 24, 2001 pursuant to Rule 144(e)(1).
The sale of some or all of the currently restricted common shares could have a material negative impact upon the market price of the common shares, if a market for the common shares should develop in the future.
J. OTHER NON PUBLIC SALES OF SECURITIES
As part of the Company's plan to raise additional working capital, the Company may make a limited number of offers and sales of its Common Shares to qualified investors in transactions that are exempt from registration under the 1933 Act. There can be no assurance the Company will not make other offers of its securities at different prices, when, in the Company's discretion, such prices are deemed by the Company to be reasonable under the circumstances.
K. NO ASSURANCE OF LIQUIDITY
There is currently no public market for the Common Shares or any other securities of the Company and there can be no assurance that a trading market will develop in the future.
L. WE FACE THE LOSS OF KEY PERSONNEL WHICH COULD ADVERSELY AFFECT PROPOSED OPERATIONS
Our performance is greatly dependent on the performance of our management and director. The loss of the services of our executive officer/director could harm our business. The loss of our executive officer/director could have a negative impact on our reputation for expertise in the stained and leaded glass products industry. Additionally as the company operations get underway, we must identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, marketing and customer service personnel. Competition for highly skilled technical, managerial, marketing and customer service personnel is intense. We may not be able to successfully attract, integrate or retain sufficiently qualified personnel, which failure could harm our business.
M. WE ARE LARGELY CONTROLLED BY MANAGEMENT
Our officer/director currently owns or controls a substantial majority of our outstanding common stock and thereby continues to be able to exercise voting control over the Company for the foreseeable future and will be able to elect the entire Board of Directors. This management control could prevent, or make more difficult, on-going business.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following Management's Discussion and Analysis of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors" and elsewhere in this prospectus. The following should be read in conjunction with our audited financial statements included within this registration statement.
PLAN OF OPERATION
The Business Plan for the Company over the next twelve months is to initially work the Company toward designing, producing, marketing and selling stained and leaded glass products through its web site on the Internet and through wholesale suppliers and art distributors for sale in specialty outlets. The Company has produced its web site featuring five Holocaust leaded glass designs. The Company plans to locate artisans in Mexico and the United States to fill all orders from the Internet as well as design and manufacture certain style stained and leaded glass for windows and doors. The Company also plans to put in place a marketing plan to make the stained and leaded glass products available in several wholesale outlets established during this period. In order to proceed with the proposed business plan, the Company will need to raise additional capital. Management's plan is to raise capital through the sale of its securities in private placements. Also, the Company plans to expand its web site to offer additional stained and leaded glass products.
There can be no assurance or guarantee that there will be any interest by investors to invest in the Company or that any proceeds can be raised by the Company. If capital cannot be raised by the Company, it will have a material adverse impact on the progress of its strategic business plan.
The Company may experience significant volatility in our quarterly results. If, and when, the Company begins operations, there can be no assurance that we will ever report a net income in any period, and we expect that we will report operating losses for the foreseeable future.
Excluding its current officer, the Company has no employees. While the Company plans to hire additional employees and train them, it may be unable to find and hire additional qualified management and professional personnel to help lead us. The addition of employees will depend on the ability of the company to raise additional capital, which cannot be assured.
The Company's officer and directors make up its entire management team. The Company's officer is self-employed and plans to initially devote minimal time to promoting the Company's strategic business plan. If other obligations take priority for the Company's officer and directors , it will have a material adverse impact on the progress of the Company. In addition, there has been and are no plans for compensating the officer or directors until sufficient revenue flow can be generated, of which, there is no guarantee. Since the officer and directors are being compensated by their employment elsewhere, they may be less motivated to spend adequate time promoting the Company.
Management does not anticipate any product research and development, or the purchase or sale of any significant equipment.
ANALYSIS OF FINANCIAL CONDITION
The Company has generated positive cash from its operating activities for the period ending June 30, 2001. From June 23, 1999 to June 30, 2001, the Company had a net profit of $ 4,723. This minimal profit was due to the sell of certain stained and leaded glass products sold during this period. As of June 30, 2001, the Company had $11,351 in cash. (See "Financial Statements" within this registration statement).
The Company does not foresee a material increase in operating expenses until such time sufficient capital can be raised and the Company proceeds with its business plan. Management believes that the Company must be successful in raising equity or debt financing sufficient to meet its current working capital requirements and to support the expenses associated with manufacturing doors, frames and door accessories.
Management hopes to raise sufficient capital within the next twelve months to initiate operations that include developing a network of craftsmen to design and manufacture stained and leaded glass products, organizing wholesale suppliers and distributors of glass products, and developing the Company's web site on the Internet. The Company's officer and directors makes up the current management team. These individuals have other obligations and plans to initially devote minimal time to promoting the company's strategic business plan. If other obligations take priority for the officer and directors over that of the company's, it will have a material adverse impact on the progress of the Company. There has been, and are no plans for compensation to be paid to the officer or directors until sufficient revenue flow can be generated.
Currently management has not determined the dollar amount required to adequately initiate its operations and has not determined a minimum or maximum amount it plans to raise. The Company may encounter business initiatives that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash before that time. If the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of its shareholders would be reduced, and such securities might have rights, preferences or privileges senior to its common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company's ability to fund its expansion, take advantage of business opportunities, develop, or enhance its business plan or otherwise respond to competitive pressures would be significantly limited, and it may significantly restrict the Company's operations.
ITEM 3. DESCRIPTION OF PROPERTY
The Company owns no real property. The Company is provided sufficient space to do its present business by a director of the Company. Going forward, the Company plans to use the offices of the director, at no cost to the Company. Both parties have agreed to continue this arrangement until the Company begins operations and/or generates revenue.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the Common Stock ownership as of June 30, 2001 of each officer, director and who is known to the Company as management or to be the beneficial owner of more than five percent of the Company's Common Stock. As of June 30, 2001, there were 5,293,000 common shares outstanding.
Beneficial Ownership of Shares
Name Number Percent* Security
---- ------ -------- --------
Irving Munowitz (1) 5,000,000 94.4% Common
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President, Secretary and Director
Officers and Directors as a Group 5,000,000 94.4% Common
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following information sets forth certain information concerning the Executive Officers and Directors of the Company as of June 30, 2001.
Name Age Position Term of Office
---- --- -------- --------------
Irving Munowitz (1) 76 Director, President, Until annual meeting of
Secretary, Treasurer stockholders
Jane Prestie (2) 37 Director Until annual meeting of
stockholders
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(1) Irving Munowitz's address is 1187 Via Fresno, Cathedral City, CA 92234.
(2) Jane Prestie's address is 808 Riverview Place, S.E., Calgary, Alberta,
Canada.
There are no other persons nominated or chosen to become Directors or Executive Officers, nor do we have any employees other than the above. There is no arrangement or understanding between any of our Directors or Officer pursuant to which they were elected to his office. The removal of a Director from the Board can be succeeded only by the following actions: (1) majority vote of the existing Directors; or (2) majority vote of the shareholders of record.
RESUMES
Irving Munowitz - President, Secretary and Director. Mr. Munowitz has served as President, Secretary and Director of the Company since 1999. Mr. Munowitz has designed and produced all of the Company's stained and leaded glass art. His Holocaust images have been displayed in Palm Desert, CA as well as the Las Vegas Art Museum, Las Vegas Nevada. "Agony and Despair" featured on the Company's web site was featured on the cover of the Las Vegas Art Museum catalog. Since 1985, Mr. Munowitz has made many Judaic art pieces that have been displayed in temples and private homes.
Jane Prestie - Director. Ms. Prestie has served as Director of the Company since 1999. Since 2000, Ms. Prestie, R.N, B.N, has worked as an clinical instructor at the University of Calgary and Foothills Hospital, Calgary, Alberta. From 1985 to 1998, she has worked as a staff nurse for Calgary General Hospital, Rockyview General Hospital, Holy Cross Hospital, Peter Loughood Hospital and Foothills Hospital, Calgary, Alberta. Also since 1985, Ms. Prestie has designed and produced many pieces of stained and leaded glass.
The Company presently expects to conduct its annual meeting of shareholders and directors in July, 2002, at which time directors will again be elected. All directors serve for a period of one year, unless removed in accordance with our By-Laws.
POTENTIAL CONFLICTS OF INTEREST
The Company's officer and directors are currently a engaged in full time employment. Consequently, there are potential inherent conflicts of interest in acting as an officer or director of the Company. Insofar as the officer or directors are engaged in other business activities, management anticipates that it will devote only a minor amount of time to the Company's affairs. The Company does not have a right of first refusal pertaining to opportunities that come to management's attention insofar as such opportunities may relate to the Company's proposed business operations.
A conflict may arise in the event that another company with which management is affiliated is formed and actively seeks business similar to that of the Company's business plan. Initially management will be responsible for seeking, evaluating, negotiating and consummating business partnerships with companies which may result in terms providing benefits to management.
As management is engaged in other business activities, demands may be placed on the time of Mr. Munowitz or Ms. Prestie which will detract from the amount of time he or she are able to devote to the Company. Mr. Munowitz and Ms. Prestie intend to devote as much time to the activities of the Company as required. However, should such a conflict arise, there is no assurance that Mr. Munowitz or Ms. Prestie would not attend to other matters prior to those of the Company. Mr. Munowitz and Ms. Prestie project that initially approximately twenty hours per month of their time may be spent on the related business activities of the Company. However, there are no assurances that twenty hours per month will be spent.
ITEM 6. EXECUTIVE COMPENSATION
The current officer of the Company has received no compensation, including no bonus or incentive plans - stock, cash, or otherwise. The Company plans to begin compensating the officer only at such time the Company is generating sufficient revenues. Presently, the Company has not established any dates or other requirements for the officers to begin receiving compensation. If, and when, the time is deemed appropriate for the officers to receive compensation, the matter will be brought before the Board of Directors to vote.
COMPENSATION OF DIRECTORS
During the most recently completed financial year ended June 30, 2001, there were no compensation paid, by the Company to its directors. There is no standard arrangements for any such compensation to be paid other than reimbursement for expenses incurred in connection with their services as director, although the Company from time to time may grant options to acquire Common Shares for directors. As at the date hereof the Company has no outstanding options to directors that have been granted for their service.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 24, 1999, the Company issued 5,000,000 common shares at $.0001 par value common stock at a price of $0.0002 per share to an officer and director of the company in consideration for $1000.
ITEM 8. DESCRIPTION OF SECURITIEES.
CURRENT CAPITAL STRUCTURE
As of June 30, 2001 the Company has 80,000,000 Shares of Common Stock with a par value of $0.0001, authorized, with 5,293,000 Shares outstanding and 20,000,000 Shares of Preferred Stock with a par value of $0.0001, authorized, with zero Shares outstanding.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50 percent of the Shares voted for the election of directors can elect all of the directors. The holders of Common Stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefor. In the event of liquidation, dissolution, or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the commons stock. All of the outstanding Shares of Common Stock are, and the Shares of Common Stock Offered hereby, when issued for the consideration set forth in this Prospectus, will be fully paid and non-assessable.
PREFERRED STOCK
The Company has 20,000,000 Shares of Preferred Stock, par value $0.0001, authorized with zero Shares outstanding.
OPTIONS AND WARRANTS
The Company has no outstanding options or warrants to purchase common stock.
DEBT SECURITIES
The Company has no debt securities.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company is authorized to issue 80,000,000 shares of Common stock, par value $0.0001 per share. As of June 30, 2001, the Company had outstanding 5,293,000 shares of Common stock. All Common Shares are equal to each other with respect to voting, and dividend rights, and subjects to the rights of the preferred shareholders. There are 20,000,000 shares of preferred par value $0.0001, none of which are outstanding.
Special meetings of the Shareholders may be called by the officers, directors, or upon the request of holders of at least ten percent of the outstanding voting shares. Holders of Common Shares are entitled to one vote at any meeting of the Shareholders for each Common Share they own as of the record date. At any meeting of Shareholders, a majority of the outstanding Common shares of the Company entitled to vote, represented in person or by proxy, constitutes a quorum. A vote of the majority of the Common Shares represented at a meeting will govern, even if theirs is substantially less than a majority of the Common Shares outstanding.
Subject to the rights of the preferred shareholders described below, holders of shares are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore, and upon liquidation are entitled to participate pro rata in a distribution of assets available for such a distribution to Shareholders. There are no conversion, pre-emptive or other subscription rights or privileges with respect to any share. Reference is made of the Certificate of Incorporation and Bylaws of the Company as well as to the applicable statutes of the State of Delaware for a more complete description of the rights an liabilities of holders of shares. It should be noted that the Bylaws may be amended by the Board of Directors without notice to the Shareholders.
NON-CUMULATIVE VOTING
The shares of the Company do not have cumulative voting rights, which means that the holders of more than fifty percent of the Common Shares voting for election of directors may elect all the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than fifty percent will not be able to elect directors.
MARKET PRICE
There is no trading market for the Company's Common stock at present and there has been no trading market to date. There is no assurance that a trading market will ever develop or, if such a market, does develop, that it will continue.
If and when the Company's securities are traded, the securities may likely be
deemed a "penny stock." The Securities and Exchange Commission has adopted Rule
15g-9 which established the definition of a "penny stock," for purposes relevant
to the Company, as any equity security that has a market price of less than
$5.00 per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: that a broker or dealer approve a person's account
for transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stocks both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
The Company plans to have its securities traded in the over-the-counter ("OTC") market. The OTC market differs from national and regional stock exchanges in that it (1) is not cited in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges. The Company may apply for listing on the NASD OTC Bulletin Board or may offer its securities in what are commonly referred to as the "pink sheets" of the National Quotation Bureau. No assurance can be given by the Company that any of the above events will occur.
DIVIDENDS
The Company has not paid any dividends to date, and has no plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS
The party is not a party to, and none of the company's property are subject to, any material pending or threatened legal proceeding.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On June 23, 1999, the Company was incorporated under the laws of the State of Delaware.
The date, title and amount of unregistered securities sold/issued by Visions In Glass, Inc. are as follows:
On June 24, 1999, the Company issued 5,000,000 shares of its $0.0001 par value common stock at a price of $.0002 per share to an officer and director of the Company for $1000 cash. The Company did not pay any commission for this transaction. In addition, the Company did not utilize the services of an underwriter to complete this transaction. The stock was issued in reliance on an exemption from registration from non public offerings contained in section 4 (2) of the United States Securities Act of 1933, as amended.
On June 24, 1999, the Company issued 230,000 shares of its $0.0001 par value common stock to seven people at a price of $.01 per share or $2300 cash. The Company did not pay any commission for these transactions. In addition, the Company did not utilize the services of an underwriter to complete these transactions. The stock was issued in reliance on an exemption from registration from non public offerings contained in section 4 (2) of the United States Securities Act of 1933, as amended.
On February 7, 2000, the Company issued 63,000 shares of its $0.0001 par value common stock to forty-eight people at a price of $.10 per share or $6300 cash. The Company did not pay any commission for these transactions. In addition, the Company did not utilize the services of an underwriter to complete these transactions. These shares were sold on reliance on an exemption from registration contained in Regulation S of the United States Securities Act of 1933, as amended.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware provides that a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees, and agents, against expenses incurred in any action, suit, or proceeding. There are no specific provisions in either the articles or the bylaws.
PART F/S
ITEM 1. FINANCIAL STATEMENTS
The following audited financial statements of the company were prepared by Armando Ibarra, Certified Public Accountant, 350 E Street, Chula Vista, CA 91910. The statements include an Accountant's Audit Report, Balance Sheet as of June 30, 2001.
ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A PROFESSIONAL CORPORATION)
Armando C. Ibarra, C.P.A. Members of the California Society of Armando Ibarra, Jr., C.P.A. Certified Public Accountants To the Board of Directors of Visions In Glass, Inc. (A Development Stage Company) |
We have audited the accompanying balance sheets of Visions In Glass, Inc. (A Development Stage Company) as of June 30, 2001 and December 31, 2000 and the related statements of operations, changes in stockholders' equity, and cash flows for the periods then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2001 and December 31, 2000, and the results of its operations and its cash flows for the periods then ended, in conformity with generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company's losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Armando C. Ibarra, CPA July 12, 2001 |
VISIONS IN GLASS, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 2001 DECEMBER 31, 2000
------------- -----------------
CURRENT ASSETS
Cash $11,351 $ 6,628
------- -------
TOTAL CURRENT ASSETS 11,351 6,628
------- -------
TOTAL ASSETS $11,351 $ 6,628
======= =======
LIABILITIES & STOCKHOLDERS' EQUITY
TOTAL LIABILITIES 0 0
STOCKHOLDERS' EQUITY
Common stock $.0001 par value authorized
(80,000,000 shares authorized; 5,293,000
shares issued and outstanding at June 30,
2001 and December 31, 2000, respectively.) 529 529
Additional paid-in capital 9,071 9,071
Deficit accumulated during the development stage 1,751 (2,972)
------- -------
TOTAL STOCKHOLDERS' EQUITY 11,351 6,628
------- -------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $11,351 $ 6,628
======= =======
|
See Auditor's Report and Notes to Financial Statements
VISIONS IN GLASS, INC.
(A Development Stage Company)
Statements of Operations
JUNE 23, 1999
SIX MONTHS (INCEPTION)
ENDED YEAR ENDED THROUGH
JUNE 30, 2001 DECEMBER 31, 2000 JUNE 30, 2001
------------- ----------------- -------------
REVENUES
Revenues $ 6,149 $ 0 $ 6,149
----------- ----------- -----------
TOTAL REVENUES 6,149 0 6,149
GENERAL & ADMINISTRATIVE EXPENSES 1,426 2,972 4,398
----------- ----------- -----------
NET INCOME / (LOSS) $ 4,723 $ (2,972) $ 1,751
=========== =========== ===========
BASIC EARNINGS / (LOSS) PER SHARE $ 0.0009 $ (0.0006)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 5,293,000 5,273,962
=========== ===========
|
See Auditor's Report and Notes to Financial Statements
VISIONS IN GLASS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM JUNE 23, 1999 (INCEPTION) THROUGH JUNE 30, 2001
DEFICIT
ACCUMULATED
COMMON ADDITIONAL DURING
COMMON STOCK PAID IN DEVELOPMENT
STOCK AMOUNT CAPITAL STAGE TOTAL
---------- ---------- ---------- ---------- ----------
Beginning Balance, June 23, 1999 0 $ 0 $ 0 $ 0 $ 0
Stock issued for cash on June 24, 1999
@ $0.0002 per share 5,000,000 500 500 1,000
Stock issued for cash on June 24, 1999
@ $0.01 per share 230,000 23 2,277 2,300
Net (loss), December 31, 1999 0 0
---------- ---------- ---------- ---------- ----------
BALANCE, DECEMBER 31, 1999 5,230,000 523 2,777 0 3,300
========== ========== ========== ========== ==========
Stock issued for cash on February 7, 2000
@ $0.10 per share 63,000 6 6,294 6,300
Net (loss), December 31, 2000 (2,972) (2,972)
---------- ---------- ---------- ---------- ----------
BALANCE, DECEMBER 31, 2000 5,293,000 529 9,071 (2,972) 6,628
========== ========== ========== ========== ==========
Net income, June 30, 2001 4,723 4,723
---------- ---------- ---------- ---------- ----------
BALANCE, JUNE 30, 2001 5,293,000 $ 529 $ 9,071 $ 1,751 $ 11,351
========== ========== ========== ========== ==========
|
See Auditor's Report and Notes to Financial Statements
VISIONS IN GLASS, INC.
(A Development Stage Company)
Statements of Cash Flows
JUNE 23, 1999
SIX MONTHS (INCEPTION)
ENDED YEAR ENDED THROUGH
JUNE 30, 2001 DECEMBER 31, 2000 JUNE 30, 2001
------------- ----------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income / (loss) $ 4,723 $(2,972) $ 1,751
------- ------- -------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 4,723 (2,972) 1,751
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock 0 6 529
Additional paid-in capital 0 6,294 9,071
------- ------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 0 6,300 9,600
------- ------- -------
NET INCREASE IN CASH 4,723 3,328 11,351
CASH AT BEGINNING OF PERIOD 6,628 3,300 0
------- ------- -------
CASH AT END OF PERIOD $11,351 $ 6,628 $11,351
======= ======= =======
|
See Auditor's Report and Notes to Financial Statements
VISIONS IN GLASS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
NOTE 1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized June 23, 1999, under the laws of the state of Delaware, as Visions in Glass, Inc. The Company has minimal operations and in accordance with SFAS # 7, the Company is considered a development stage company.
On June 24, 1999, the Company issued 5,000,000 shares common stock for cash valued at $ 0.0002 per share
On June 24, 1999, the Company issued 230,000 shares of common stock for cash valued at $ 0.01 per share.
On February 7, 2000, the Company issued 63,000 shares of common stock for cash valued at $ 0.10 per share.
As of June 30, 2001 there were 5,293,000 shares of common stock outstanding.
NOTE 2. ACCOUNTING POLICIES AND PROCEDURES
a. BASIS OF ACCOUNTING
The Company uses the accrual method of accounting.
b. BASIC LOSS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective June 23, 1999 (inception).
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
c. CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
VISIONS IN GLASS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
NOTE 2. ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)
d. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
e. INCOME TAXES
The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
NOTE 3. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common stock or preferred stock.
NOTE 4. GOING CONCERN
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has minimal current source of revenue. Without realization of additional capital, it would be unlikely for the company to continue as a going concern. It is management's plan to seek additional capital through the sale of its securities through private placements.
VISIONS IN GLASS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
NOTE 5. INCOME TAXES
JUNE 30, 2001 DECEMBER 31, 2000
------------- -----------------
Deferred tax assets/ (liability): $ (262) $ 446
------- -------
Valuation allowance 262 (446)
------- -------
Net deferred tax assets $ 0 $ 0
======= =======
|
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.
NOTE 6. SCHEDULE OF NET OPERATING LOSSES
The Company had a net operating loss carryforward of $ 2,972, which was exhausted as of June 30, 2001.
PART III
b) Exhibits
Exhibit
Number Description
------ -----------
3.i Articles of Incorporation of the Registrant
3.ii Bylaws of the Registrant
23 Consent of Certified Public Accountant
|
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this Registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
VISIONS IN GLASS, INC.
Dated: August 21, 2001 By /s/ Irving Munowitz
-------------------------------------
Irving Munowitz
President and Director
|
Exhibit 3(i)
Articles of Incorporation
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/23/1999
CERTIFICATE OF INCORPORATION
OF
VISIONS IN GLASS, INC.
FIRST. The name of this corporation shall be:
VISIONS IN GLASS, INC.
SECOND. It's registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is THE COMPANY CORPORATION.
THIRD. The purpose or purposes of the corporation shall be: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is authorized to issue is:
Eighty Million (80,000,000) shares with a par value of One Tenth of One Mil ($0.0001) per share, amounting to Eight Thousand Dollars ($8,000.00) are Common stock and Twenty Million (20,000,000) shares with a par value of One Tenth of One Mil ($0.0001) per share, amounting to Two Thousand Dollars ($2,000.00) are Preferred Stock.
FIFTH. The name and mailing address of the incorporator is as follows:
Chennell Mowbray
The Company Corporation
1013 Centre Road
Wilmington, DE 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or repeal the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this certificate of incorporation this 18th day of June, A.D. 1999.
By: /s/ Chennell Mowbray
------------------------------------
Chennell Mowbray
Incorporator
|
Exhibit 3(ii)
BYLAWS
OF
VISIONS IN GLASS, INC.
(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 Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been place upon a certificate shall have ceased to by such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.
2.UNCERTIFICATED SHARES. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporations hall 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 o 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 event 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 tot he 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, in any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. 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 waiver, 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 registered office in the State of Delaware, 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. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. 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 provisions of the certificate of incorporation, except as any provision of law may otherwise require.
7. STOCKHOLDER MEETINGS. - TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.
-PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.
-CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.
-NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.
-STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.
-CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.
-PROXY REPRESENTAITON. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be 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 his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, questions, or matter determined by him or them and execute a certificate of any fact found by him or them. Except as otherwise 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.
-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 for the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
Action taken pursuant to this paragraph shall be subject tot he 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 2 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 at least one. The number of directors may be increased or decreased by action of the stockholders or of the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders an 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 Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to e 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, where upon 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 meting 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.
-CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
6. COMMITTEES. The Board of Directors may 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 form 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, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.
Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER 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 Visions In Glass, Inc. a Delaware corporation, as in effect on the date hereof.
Dated: June 23, 1999
/s/ Irving Munowitz
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Irving Munowitz
Secretary of Visions In Glass, Inc.
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(SEAL)
[LETTERHEAD OF ARMANDO C. IBARRA]
July 20, 2001
TO WHOM IT MAY CONCERN:
The firm of Armando C. Ibarra, Certified Public Accountants, APC consents to the inclusion of our report of July 12, 2001, on the financial statements of Vision In Glass, Inc., as of June 30, 2001 and December 31, 2000, in any filings that are necessary now or in the near future with the U.S. Securities and Exchange Commission.
Very truly your
/s/ ARMANDO IBARRA ----------------------------- ARMANDO IBARRA, C.P.A. |