SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(Mark One)
[ X ] Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
[ ] Transition report under section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 33-33263-NY
TRIAD WARRANTY CORPORATION, INC.
(Name of small business issuer in its charter)
Nevada 62-1407521
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
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Issuer's telephone number, including area code 801-269-9500
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered under Section 12(g) of the Exchange Act:
None
(Title of class)
Check whether the Issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-KSB or any amendment to this Form 10-KSB. [ X ]
The issuer's revenue for its most recent fiscal year was: $ -0-
The aggregate market value of the issuer's voting stock held as of April 10, 2000, by non-affiliates of the issuers was $-0-. There was no active trading market and no quote for Triad Warranty Corporation, Inc. during fiscal year 1999, therefore the value is deemed to be $-0-.
As of April 10, 2000, the issuer had 263,411 shares of its $.001 par value common stock outstanding.
Transitional Small Business Format: Yes [ ] No [ X ]
Documents incorporated by reference: None
PART I
Item 1. Description of Business.
The Company was incorporated in the state of Nevada on September 21, 1989 under the name Fulton Ventures, Inc. On July 18, 1990, the Company changed its name to Triad Warranty Corporation, Inc. Since 1993, the Company has not engaged in any business operations. At the present time, the Company intends to seek, investigate, and if warranted, acquire an interest in a business opportunity. The Company does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry. The Company has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.
The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment. There is no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its shareholders.
The activities of the Company are subject to several significant risks which arise primarily as a result of the fact that the Company has no specific business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without the consent, vote, or approval of the Company=s shareholders.
Sources of Opportunities
It is anticipated that business opportunities may be available to the Company from various sources, including its officers and directors, professional advisers, securities broker- dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from all known sources, but will rely principally on personal contacts of its officers and directors as well as indirect associations between them and other business and professional people. Although the Company does not anticipate engaging professional firms specializing in business acquisitions or reorganizations, if management deems it in the best interests of the Company, such firms may be retained. In some instances, the Company may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.
Criteria
The Company will not restrict its search to any particular business, industry or geographical location. The Company may acquire a business opportunity or enter into a business in any industry and in any stage of development. The Company may enter into a business or opportunity involving a Astart up@ or new company. The Company may acquire a business opportunity in various stages of its operation.
In seeking a business venture, the decision of management of the Company will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product or industry, but will be based upon the business objective of seeking long-term capital appreciation in the real value of the Company.
In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; the history of operations, if any; prospects for the future; the nature of present and expected competition; the quality and experience of management services which may be available and the depth of the management; the potential for further research, development or exploration; the potential for growth and expansion; the potential for profit; the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.
Generally, the Company will analyze all available factors in the circumstances and make a determination based upon a composite of available facts, without reliance upon any single factor as controlling.
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the basis of that review, the legal structure or method of participation deemed by management to be suitable will be selected. Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transaction. The Company may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.
Procedures
As part of the Company=s investigation of business
opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business
opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
conduct other reasonable measures.
The Company will generally request that it be provided with written materials regarding the business opportunity containing such items as a description of product, service and company history; management resumes; financial information; available projections with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks or service marks or rights thereto; present and proposed forms of compensation to management; a description of transactions between the prospective entity and its affiliates; relevant analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; and other information deemed relevant.
Competition
The Company expects to encounter substantial competition in its efforts to acquire a business opportunity. The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.
Employees
The Company does not currently have any employees but relies upon the efforts of its officers and directors to conduct the business of the Company.
Item 2. Description of Property.
The Company does not own any property. The Company currently utilizes office space, free of charge, from officers and directors of the Company.
Item 3. Legal Proceedings.
Warren Supply Company vs. Triad Warranty Corporation, Inc., Triad Warranty Corporation, and Harold Scott. In June 1995, the Company became subject to a judgment in the amount of $56,379 in favor of Warren Supply Company. The Company is currently negotiating a settlement for the outstanding judgment.
Item 4. Submission of Matters to a Vote of Securities Holders.
No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
The Company's common stock is listed on the Over the Counter Bulletin Board ("OTCBB"), under the symbol "TDWY". As of April 10, 2000, the Company had 17 shareholders holding 263,411 shares of common stock.
The following quotations, as provided by the National Quotation Bureau, represent prices between dealers and do not include retail markup, markdown or commission. In addition, these quotations do not represent actual transactions.
CLOSING BID CLOSING ASK
HIGH LOW HIGH LOW
1998
First Quarter None None 1.00 1.00
Second Quarter None None 1.00 1.00
Third Quarter None None 1.00 1.00
Fourth Quarter None None 1.00 1.00
1999
First Quarter None None 1.00 1.00
Second Quarter None None 1.00 1.00
Third Quarter None None 1.00 1.00
Fourth Quarter None None 1.00 1.00
2000
First Quarter None None 1.00 1.00
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The Company has never declared a dividend on its Common Stock. The Company has not paid, nor declared, any dividends since its inception and does not intend to declare any such dividends in the foreseeable future. The Company's ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that the corporation's assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.
Item 6. Management's Discussion and Analysis or Plan of Operation.
The Company has $-0- cash .
The Company did not generate any revenue during fiscal year 1999. The Company has no material commitments for capital expenditures for the next twelve months.
The Company believes that its current cash needs can be met with advances from officers and directors for at least the next twelve months. However, should the Company obtain a business opportunity, it may be necessary to raise additional capital. This may be accomplished by loans from the principals of the Company, debt financing, equity financing or a combination of financing options.
Item 7. Financial Statements.
The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements on page F-1.
Item 8. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
The following tables sets forth as of March 10, 2000, the name, age, and position of each executive officer and director and the term of office of each director of the Company.
Name Age Position Director or Officer Since
Kip Eardley 40 President/ Secretary/ March 2000 Treasurer and Director
All Directors hold their positions for one year or until their successors are duly elected and qualified. All officers holds their positions at the will of the Board of Directors.
Set forth below is certain biographical information regarding each of the Company's executive officers and directors:
Kip Eardley, Secretary/Treasurer and Director. Since 1989, Mr. Eardley has been self employed as the president and owner of Capital Consulting of Utah, Inc. which is a consulting firm to various public and private companies. Mr. Eardley is also president and director of Holmes Microsystems, Inc., a publicly traded corporation.
To the knowledge of management, during the past five years, no present or former director, executive officer or person nominated to become a director or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations or other minor offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities;
(i) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator,
floor broker, leverage transaction merchant, associated
person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment
company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in
any type of business practice; or (iii) engaging in any
activity in connection with the purchase or sale of any
security or commodity or in connection with any violation of
federal or state securities laws or federal commodities
laws;
(4) was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or
finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated
(6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Item 10. Executive Compensation.
No compensation has been paid to any officer or director of the Company in the past three years. There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any officers or directors of the Company which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with the Company, or any change in control of the Company, or a change in the person's responsibilities following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth as of April 10, 2000, the name and the number of shares of the Company's Common Stock, $.001 value per share, held of record, or was known by the Company to own beneficially, more than 5% of the 263,411 issued and outstanding shares of the Company's Common Stock, and the name and shareholdings of each director and of all officers and directors as a group.
Title of Name and Address of Amount and Nature of Percentage of Class
Class Beneficial Owner Beneficial Ownership
Common Kip Eardley (1) -0- -0-
5882 S. 900 E., Suite 202
Salt Lake City, UT 84121
Common Charles Barkley 90,489 34.35%
3001 Planters Walk Ct.
Charlotte, NC 28210
Common Steven Surrell 50,000 18.98%
8100 Barbour Manor
Louisville, KY 40241
Common Deborah A. Salerno 90,690 34.43%
Common Officers, Directors and -0- -0-
Nominees as a Group:
1 persons
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(1) Officer and/or director of the Company.
Item 12. Certain Relationships and Related Transactions.
The Company utilizes office space provided by the officers and directors of the Company at no charge to the Company.
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the last calendar quarter of 1999.
Exhibits
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.
Exhibit No. SEC Ref. No. Title of Document Location
1 (3)(i) Articles of Incorporation Attached
2 (3)(i) Articles of Amendment to the
Articles of Incorporation Attached
3 (3)(ii) By Laws Attached
4 (27) Financial Data Schedule Attached
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRIAD WARRANTY CORPORATION, INC.
Date: April 14, 2000 By: /s/Kip Eardley
President, Secretary,Treasurer
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Date:April 14, 2000 By:/s/Kip Eardley
Sole Director
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TRIAD WARRANTY CORPORATION, INC.
[A Development Stage Company]
CONTENTS
PAGE
- Independent Auditors' Report F-2
- Balance Sheet, December 31, 1999 F-3
- Statements of Operations, for the years ended
December 31, 1999 and 1998 and from the F-4
re-entering of development stage on
December 27, 1993 through December 31, 1999
Statement of Stockholders' (Deficit), from
the re-entering of development stage on
December 27, 1993 through December 31, 1999 F-5
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- Statements of Cash Flows, for the years ended December 31, 1999 and 1998 and from the re-entering of development stage on December 27, 1993 through December 31, 1999 F-6
- Notes to Financial Statements F-7-10
INDEPENDENT AUDITORS' REPORT
Board of Directors
TRIAD WARRANTY CORPORATION, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Triad Warranty Corporation, Inc. [a development stage company] at December 31, 1999, and the related statements of operations, stockholders' (deficit) and cash flows for the years ended December 31, 1999 and 1998 and for the period from the re-entering of development stage on December 27, 1993 through December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements audited by us present fairly, in all material respects, the financial position of Triad Warranty Corporation, Inc. [a development stage company] as of December 31, 1999 and the results of its operations and its cash flows for the years ended December 31, 1999 and 1998 and for the period from the re-entering of development stage on December 27, 1993 through December 31, 1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the company has no on-going operations, has incurred substantial losses since its inception, has liabilities in excess of assets and has no working capital. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C. PRITCHETT, SILER & HARDY, P.C. April 11, 2000 Salt Lake City, Utah |
TRIAD WARRANTY CORPORATION, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
CURRENT ASSETS:
Cash in bank $ -
___________
Total Current Assets -
___________
$ -
____________
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Liabilities of discontinued operations $ 56,380
___________
Total Current Liabilities 56,380
___________
STOCKHOLDERS' (DEFICIT):
Common stock, $.001 par value,25,000,000
shares authorized, 264,886 shares issued
and outstanding 265
Capital in excess of par value 77,206
Retained deficit (76,353)
Deficit accumulated during the
development stage (57,498)
___________
Total Stockholders' (Deficit) (56,380)
___________
$ -
____________
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The accompanying notes are an integral part of this financial statement.
TRIAD WARRANTY CORPORATION, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
Cumulative from
the Re-entering of
Development Stage
For the Year Ended on December 27,
December 31, 1993 through
______________________ December 31,
1999 1998 1999
__________ __________ ___________
REVENUE:
Sales $ - $ - $ -
__________ __________ __________
Total Revenue - - -
__________ __________ __________
EXPENSES:
General and administrative - - 1,118
__________ __________ __________
Total Expenses - - 1,118
__________ __________ __________
LOSS FROM OPERATIONS - - (1,118)
CURRENT INCOME TAXES - - -
DEFERRED INCOME TAX - - -
__________ __________ __________
DISCONTINUED OPERATIONS:
Loss from operations of warranty
service business of former
subsidiary - - (56,380)
__________ __________ ___________
NET LOSS $ - $ - $(57,498)
__________ __________ ___________
LOSS PER SHARE:
Loss from continuing operations $ - $ - $ (.00)
Loss from discontinued operations
of former subsidiary $ - $ - $ (.22)
__________ __________ ___________
Total Loss Per Share $ - $ - $ (.22)
__________ __________ ___________
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The accompanying notes are an integral part of these financial statements.
TRIAD WARRANTY CORPORATION, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON
DECEMBER 27, 1993 THROUGH DECEMBER 31, 1999
Deficit
Accumulated
Common Stock Capital in During the
__________________ Excess of Treasury Development
Shares Amount Par Value Stock Stage
______________________________________________
BALANCE, December 27, 1993 2,679,715 $ 2,680 $ 83,338 $ 8,597 $ (76,353)
Net loss for the period ended
December 31, 1993 - - - - -
Balance, December 31, 1993 2,679,715 2,680 83,338 8,597 (76,353)
50,000 shares common stock
issued for services at $.001 50,000 50 - - -
Net loss for the year ended
December 31, 1994 - - - - (57,498)
BALANCE, December 31, 1994 2,729,715 2,730 83,338 8,597 (133,851)
Net loss for the year ended
December 31, 1995 - - - - -
BALANCE, December 31, 1995 2,729,715 2,730 83,338 8,597 (133,851)
Net loss for the year ended
December 31, 1996 - - - - -
BALANCE, December 31, 1996 2,729,715 2,730 83,338 8,597 (133,851)
Net loss for the year ended
December 31, 1997 - - - - -
BALANCE, December 31, 1997 2,729,715 2,730 83,338 (8,597) (113,581)
Net loss for the year ended
December 31, 1998 - - - - -
BALANCE, December 31, 1998 2,729,715 2,730 83,338 (8,597) (113,581)
Cancellation of treasury stock
December 31, 1999 (2,464,829) (2,465) (6,132) 8,597 -
Net loss for the year ended
December 31, 1999 - - - - -
BALANCE, December 31, 1999 264,886 $ 265 $ 77,206 $ - $(133,851)
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The accompanying notes are an integral part of this financial statement .
TRIAD WARRANTY CORPORATION, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
Cumulative from
the Re-entering of
Development Stage
For the Year Ended on December 27,
December 31, 1993 through
December 31,
1999 1998 1999
Cash Flows Provided by Operating Activities:
Net loss $ - $ - $ (57,498)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation - - 1,059
Stock issued for services - - 50
Changes in assets and liabilities:
Increase in accounts payable - - 56,380
Net Cash (Used) by
Operating Activities - - -
Cash Flows Provided by Investing Activities:
- - -
Net Cash (Used) by Investing Activities - - -
Cash Flows Provided by Financing Activities: - - -
Net Cash Provided by Financing Activities - - -
Net Increase (Decrease) in Cash - - -
Cash at Beginning of the Year - - -
Cash at End of the Year $ - $ - $ -
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Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For 1999:
None
For 1998:
None
The accompanying notes are an integral part of these financial statements.
TRIAD WARRANTY CORPORATION, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Triad Warranty Corporation, Inc. (formerly "Fulton Ventures, Inc.") was organized under the laws of the State of Nevada on September 21, 1989. Triad Warranty Corporation, Inc. (the Company) was formed to purchase, merge with or acquire any business or assets which management believed had potential for being profitable. On June 14, 1990, the Company exchanged 2,464,829 of its common shares for all the outstanding share of Triad Warranty Corporation.
Triad Warranty Corporation was organized under the laws of the state of Texas on November 21, 1988. The purpose of this Company was to provide extended warranty service coverage for heating and air conditioning units and their component parts and various other consumer products. This Company began operations in January 1989, in Dallas Texas. The Board of Directors met on December 27, 1993, and determined it was in the best interest of Triad Warranty Corporation, Inc. (Nevada) and its sole operating subsidiary, Triad Warranty Corporation, to separate ownership. To effect this transaction, selected shareholders in the Company were issued his or her pro rata shares in Triad Warranty Corporation, and the original 2,464,829 shares of common stock were returned to the Company for cancellation. This transaction was accounted for in the financial statement of the Company as a discontinued operation as of December 31, 1993. The Company is considered to have re-entered into a new development stage on December 27,1993.
Development Stage - The Company is considered a development stage company as defined in SFAS no. 7. Consequently, cumulative numbers have been provided from December 27,1993 forward to reflect the change in control and the change in the Company's planned operations which was effective as of 1994. During 2000 the Company under went a change in ownership control which has resulted in a change in the officers and Board of Director's of the Company.
Loss Per Share - The computation of loss per share of common stock is based on the weighted average number of shares outstanding during the periods presented, in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" [See Note 7].
Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.
Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that effect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management.
Recently Enacted Accounting Standards - Statement of Financial Accounting Standards (SFAS) No. 132, "Employer's Disclosure about Pensions and Other Postretirement Benefits", SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", SFAS No. 134, "Accounting for Mortgage-Backed Securities.", SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical Corrections" were SFAS No. 136, "Transfers of Assets to a not for profit organization or charitable trust that raises or hold contributions for others", "accounting for derivative instruments and Hedging Activities - deferral of the effective date of FASB statement No. 133 ( an amendment of FASB Statement No. 133.),"and SFAS No. 137 were recently issued. SFAS No. 132, 133, 134, 135, 136 and 137 have no current applicability to the Company or their effect on the financial statements would not have been significant.
TRIAD WARRANTY CORPORATION, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - DISCONTINUED OPERATIONS
The accompanying financial statements as of December 31, 1999 and for the years ended December 31, 1999 and 1998, have been reclassified to reflect management's decision to discontinue the Company's operations in the Warranty Service Business on December 27, 1993. The Company's previous operations through its former subsidiary in the Warranty Service Business are included as Discontinued Operations in the financial statements of the Company.
Assets (liabilities) of discontinued operations consisted of the following at December 31, 1999:
December 31,
1999
__________
Assets of Discontinued Operations $ -
Liabilities of Discontinued Operations -
Judgement payable 56,380
__________
Totals $ 56,380
__________
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The following is a condensed, proforma statement of operations that reflects what the presentation would have been without the reclassifications required by "discontinued operations" accounting principles:
From the
For the Re-entering of
Year Ended Development Stage
December 31, on December 27,
__________________ 1993 through
1999 1998 December 31, 1999
__________________________________
Net Sales $ - $ - $ -
Cost of Goods Sold - - -
Other Operating Expenses - - (57,498)
___________________________________
Net Loss $ - $ - (57,448)
__________________________________
Loss per Share $ - $ - $ (.22)
__________________________________
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TRIAD WARRANTY CORPORATION, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK
Common Stock - During 1994, the Company issued 50,000 shares of its previously authorized, but unissued common stock for services rendered, valued at $50.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" which requires the liability approach for the effect of income taxes.
The Company has available at December 31, 1999, unused operating loss carryforwards of approximately $57,000, which may be applied against future taxable income and which expire in various years through 2019. If certain substantial changes in the Company's ownership should occur, there could be an annual limitation on the amount of net operating loss carryforward which can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards the Company has established a valuation allowance equal to the tax effect of the loss carryforwards (approximately $19,500) at December 31, 1999 and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in the valuation allowance is equal to the tax effect of the current period's net loss (approximately $0 and $0 for 1999 and 1998, respectively).
NOTE 5 - RELATED PARTY TRANSACTIONS
Management Compensation - During the periods presented, the Company did not pay any compensation to its officers and directors.
Office Space - The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. Further, the Company has current liabilities in excess of assets and has no working capital to pay its expenses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of its common stock or through a possible business combination with another company. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
TRIAD WARRANTY CORPORATION, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - EARNINGS (LOSS) PER SHARE
The following data show the amounts used in computing income
(loss) per share and the effect on income and the weighted
average number of shares of dilutive potential common stock for
the years ended December 31, 1999 and 1998 and for the period
from the re-entering of development stage on December 27, 1993
through December 31, 1999:
Cumulative from
the Re-entering of
Development Stage
For the Year Ended on December 31,
December 31, 1993 through
____________________ December 27,
1999 1998 1999
________________________________
Loss from continuing operations available
to common stockholders (numerator) $ - $ - $ (1,118)
________________________________
Loss from discontinued operations available
to common stockholders (numerator) $ - $ - $ (56,380)
________________________________
Weighted average number of
common shares outstanding
used in earnings per share
|
during the period (denominator) 264,886 264,88 264,886
Dilutive earnings per share was not presented, as the Company had no common equivalent shares for all periods presented that would effect the computation of diluted earnings (loss) per share.
Treasury stock which was being held by the Company for cancellation has not been included in the calculations as it was considered cancelled for all periods presented.
CERTIFICATE OF INCORPORATION
OF
FULTON VENTURES, Inc.
The undersigned, being a person of full age, do hereby makes and acknowledge this Certificate of Incorporation for the purpose of forming a corporation under the General Corporation Law of the State of Nevada.
ARTICLE I
The name of the corporation shall be Fulton Ventures, Inc.
ARTICLE II
The purpose for which the corporation is organized are:
(a) to engage in acquisitions or the acquisitions or the acquisitions of suitable enterprises; and
(b) to engage in any other lawful enterprise, service or activity for which corporations may be organized under the General Corporation Law of the State of Nevada, in addition to or in lieu of the purposes hereinabove set forth in paragraph (a) of this article.
ARTICLE III
Duration of the corporation shall be perpetual.
ARTICLE IV
The corporation shall have authority to issue 25, 000,000 shares of capital stock at a par value of $0.001 per share.
ARTICLE V
The minimum amount of consideration to be received by the corporation for its shares before it shall commence business is $1000.00 in cash or property of equivalent value.
ARTICLE VI
The address of the initial registered office of the corporation is :
Laughlin Associates
Capital Plaza, Suite 100
1000 E. William Street
Carson City, Nevada 89701
The name of the initial registered agent of the corporation at such addr4ess is Laughlin Associates, Inc.
ARTICLE VII
The number of directors constituting the initial board of directors shall be one (1) and the name and address of the person who is to serve as director until the first meeting of the shareholders, or until her successor is elected and qualified is:
Deborah A. Salerno
200 E. 90th Street, Suite 26-H
New York, New York 10128
ARTICLE VIII
The name and address of the incorporator is:
Charles W. Barkley
914 Cameron Brown Building
Charlotte, Mecklenburg County, North Carolina
28204
ARTICLE IX
The Shareholders shall not have pre-emptive rights in any issues of capital stock and shall not have cumulative voting rights.
IN WITNESS WHEREOF, the undersigned, being all of the incorporators hereinabove named, does hereby make this Certificate for the purpose of forming a corporation pursuant tot he General Corporation Laws of the State of Nevada and does hereby certify that the facts hereinabove set forth are true ad correct and have accordingly set hereunto my hand and seal this 1st day of September, 1989.
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
I, _______________________________, a Notary Public in and for Mecklenburg County and State aforesaid, do hereby certify that Charles W. Barkley personally appeared before me this day and acknowledged the due execution of the foregoing Articles of Incorporation.
WITNESS my hand and notarial seal, this 15th day of September, 1989.
My Commission Expires:
[NOTARIAL SEAL]
FULTON VENTURES, INC.
TO CHANGE ITS NAME TO
TRIAD WARRANTY CORPORATION, INC.
The undersigned corporation hereby executes these Articles of Amendment pursuant to the General Corporation Law of the State of Nevada for the purpose of amending its Charter as follows:
1. The name of the Corporation is Fulton Ventures, Inc.
2. The corporation hereby amends its name from Fulton Ventures, Inc. to Triad Warranty Corporation, Inc.
3. The date of the adoption of this amendment is June 16, 1990.
4. The number of shares outstanding and the number of shares entitled to vote thereon is 513,800.
5. The number of shares voting for the amendment is 500,000 and the number is 500,00- and the number against is zero (0).
6. There is only one class of stock, common voting stock, together with warrants which are exercisable for common voting stock, but no warrants have been exercised.
7. This amendment does not give rise to dissenters' rights or other shareholder's rights in that the only amendment is the change of name.
8. Notice was given to all shareholders of the proposed change by notice dated June 4, 1990, and a shareholder's resolution was adopted at a duly convened shareholder's meeting on June 16, 1990, at which time all shareholders in attendance unanimously approved the amendment.
IN WITNESS WHEREOF, these Articles are signed by the Vice President and Secretary of the corporation this 16th day of June, 1990.
Fulton Ventures, Inc.
By:__________________________________-
` Vice President
ATTESTED T O:
[Corporate Seal]
STATE OF NORTH CAROLINA
VERIFICATION
COUNTY OF MECKLENBURG
GREGG SWENTOR, being first duly sworn, deposes and says that he is the Vice President of Sharon Capital Corporation that he is authorized to execute this verification by the corporation; that he has read and knows the contents of the foregoing; and that the above is true and correct of his own knowledge, except as to matters stated on information and belief and as to those he believes them to be true.
SWORN to and SUBSCRIBED before me
this 16th day of June, 1990.
My Commission Expires: 3-31-94
STATE OF NORTH CAROLINA
VERIFICATION
COUNTY OF MECKLENBURG
CHARLES BARKLEY, being first duly sworn, deposes and says that he is the Secretary of Sharon Capital Corporation; that he is authorized to execute this verification by the corporation; that he has read and knows the contents of the foregoing; and that the matters stated on information and belief and as to those he believes them to be true.
SWORN to and SUBSCRIBED before me
This 16th day of June, 1990.
My Commission Expires: 3-31-94
BYLAWS
OF
FULTON VENTURES, INC.
ARTICLE I
INDENTIFICATION
Section 1. Principal and Registered Office. The principal office of the Corporation shall be located at 200 E 900th Street, Suite 26-H, New York, New York 10128 and the registered office of the Corporation shall be located at Laughlin Associates, 1000 East William Street, Suite 100, Carson City, Nevada, 89701.
The address of either the principal or registered office may be changed by the Board of Directors.
Section 2. Other Offices. The Corporation may have such other offices, either within or without the State of Nevada, as the Board of Directors may designate or as the business affairs of the Corporation may require from time to time.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings. All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of Nevada, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat.
Section 2. Annual Meetings. The annual meeting of the shareholders shall be held at the principal office of the Corporation on the first Tuesday in march of each year, if not a legal holiday, but if a legal holiday, then in the next day following not a legal holiday, for the purpose of electing directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.
Section 3. Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these by- laws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Section 4. Special Meeting. Special meetings or the shareholders may be called at any time by the President, Secretary or Board of Directors of the Corporation, or by any shareholder pursuant to the written request of the holder of not less then one-tenth of all the shares entitled to vote at the meeting.
Section 5. Notice of Meetings. Written or printed notice stating the time and place of the meeting shall be delivered not less than ten nor more than fifty days before
the date of any shareholders' meeting, either personally or by mail, by or at the direction of the President, the Secretary , or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the record of shareholders of the Corporation, with postage thereon prepaid.
In this case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called; but in the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless such a statement is required by the provision of the State of Nevada.
When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty days in any one adjournment, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken.
Section 6. Voting Lists. At least ten days before each meeting of shareholders the Secretary of the Corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and number of shares held by each, which list shall be kept on file at the registered office of the Corporation for a period of ten days prior to such meeting, and shall be subject to inspection by any shareholder during the whole time of the meeting.
Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.
The shareholders at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a vote of the majority of the shares voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.
Section 8. Proxies. Shares may be voted either in person b one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney-in-fact.
A proxy is not valid after the expiration of eleven months from the date of its execution, unless the person executing it specifies therein the length of time for which it
is to continue in force, or limits its use to a particular meeting, but no proxy shall be valid after ten years from the date of its execution.
Section 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.
Except in the election of directors, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on the matter, unless the vote of a greater number is required by law or by the charter or by- laws of this corporation.
Shares of its own stock owned by the Corporation, directly or indirectly, through a subsidiary corporation or otherwise, or held directly or indirectly in a fiduciary capacity by it or by a subsidiary corporation, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares at a given time.
Section 10. Cumulative Voting. No Shareholder shall have the right of Cumulative Voting unless required by law.
Section 11. Informal Action by Shareholders. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall b4e signed by all the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation to be kept as part of the corporate records.
Section 12. Indemnification. Fulton Ventures hereby adopts a resolution to indemnify the officers and directors of the corporation from and against any liability which might be asserted against them for actions taken while serving in their respective capacities on behalf of the corporation or at its request. The corporation will indemnify and hold harmless all officers and directors from and against liability and litigation expense, including reasonable attorneys fees, arising out of their status as such or their activities in any of their capacities as officers or directors. No indemnification shall be permitted is such indemnification is clearly in conflict with the best interests of the corporation.
It is further resolved that the corporation shall indemnify and hold harmless all of its officers and directors for claims made of liabilities asserted prior to the adoption of this resolution and for that purpose and to the extent, this resolution is ratified, authorized, and approved by the Shareholders of the corporation.
In accordance with this resolution, the corporation may advance expenses in defending any civil or criminal action prior to its final disposition if the Shareholders authorizes it in an particular case and if the person for whose benefit such expenses are paid shall agree to repay the corporation unless it shall be ultimately determined that he is entitled to be indemnified by the corporation.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.
Section 2. Number, Term and Qualifications. The
number of directors of the Corporation shall be not less
than that required by law nor more than which allowed by
law.
The Directors shall be elected at the annual or
adjourned annual meeting of the shareholders (except as
herein otherwise provided for the filling of vacancies) and
each director shall hold office until his death,
resignation, retirement, removal disqualifiction, or his
successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or shareholders of the Corporation.
Section 3. Removal. Any director may be removed at any time with or without cause by a vote of the shareholders holding a majority of the outstanding shares entitled to vote at an election of directors.
Section 4. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum or by the sole remaining director.
Any vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of shareholders called for that purpose.
Any director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. At a special meeting of shareholders the shareholders may elect a director to fill any vacancy not filled by the directors.
Section 5. Chairman of the Board. There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. of Directors and perform such other duties as may be directed by the Board.
Section 6. Compensation. The Board of Directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the Board.
ARTICLE IV
MEETINGS OF DIRECTORS
Section 1. Regular Meeting. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of
shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings.
Section 2. Special Meetings. Special meetings of the board of Directors may be called by or at the request of the President or any two directors. Such meetings may be held either within or without the State of Nevada.
Section 3. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice.
The person or persons calling a special meeting of the Board of Directors shall, at least three days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.
Section 4. Waiver by Attendance. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened
Section 5. Quorum. A majority of the number of
directors fixed by these
by-laws shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors.
Section 6. Manner of Acting. Except as otherwise provided in these by-laws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 7. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 8. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken
ARTICLE V
EXECUTIVE COMMITTEE
Section 1. Creation. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these by-laws, may designate two or more directors to constitute an Executive Committee, which committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation.
Section 2. Vacancy. Any vacancy occurring in an Executive Committee shall be filled by a majority of the number of directors fixed by these by-laws at a regular or special meeting of the Board of Directos.
Section 3. Removal. Any member of any Executive Committee may be removed at any time with or without cause by a majority of the number of directors fixed by these by- laws.
Section 4. The Executive Committee shall keep regular minutes of its proceeding and report same to the Board when required.
Section 5. Responsibility of Directors. The designation of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.
If action taken by an Executive Committee is not thereafter formally considered by the Board, a director may dissent from such action by filing his written objection with the Secretary with reasonable promptness after learning of such action.
ARTICLE VI
OFFICES
Section 1. Officers of the Corporation. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such Vice-Presidents, Assistant Treasurers as the Board of Directors may from time to time elect. In addition, the Board of Directors may from time to time elect a Chairman of the Executive Committee. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.
Section 2. Election and Term. The officers of the Corporation shall be elected by the Board of Directors and each officer shall hold office until the death, resignation, retirement, removal, disqualification or his successor shall have been elected and qualified.
Section 3. Compensation of Officers. The compensation of all officers of the Corporation shall be fixed by the Board of Directors and no officer shall serve the
Corporation in any other capacity and receive compensation therefor unless such additional compensation be authorized by the Board of Directors.
Section 4. Removal of Officers and Agents. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 5. Bonds. The Board of Directors may be resolution require any officer, agent, or employee of the Corporation to give bond to the Corporation, with sufficient sureties conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.
Section 6. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation.
He shall, when present, preside at all meetings of the shareholders. He shall sign, with the Secretary, as Assistant Secretary, or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by- laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time..
Section 7. Vice-President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-Presidents in the order of their length of service as Vice-Presidents, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President of Board of Directors.
Section 8. Secretary. The Secretary shall: (a) keep the minutes of the meetings of shareholders, of the Board of Directors and of all Executive Committees in one or more books provided for the purposes; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) Keep a register of the post office address of each shareholder; (e) sign with President, or Vice President, certificates for
shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
The Secretary shall keep, or cause to be kept in the State of at the Corporation's principal place of business, and in the State of Nevada at the Corporation's Registered Office, a record of the Corporation's shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.
Section 9. Assistant Secretaries. In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretaries, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, an when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, by the President, or by the Board of Directors.
Any Assistant Secretary may sign, with the President, certificates for shares of the Corporation.
Section 10. Treasurer. The Treasurer shall; (a)
have charge and custody of and be responsible for all funds
and securities of the Corporation; receive and give receipts
for monies due and payable to the Corporation from any
source whatsoever, and deposit all such monies in the name
of the Corporation in such depositiories as shall be
selected in accordance with the provisions of Article VII,
Section 4, of these By-laws; and (b) in general perform all
of the duties as from time to time may be assigned to him by
the President or by the Board of Directors, or by these By-
laws.
The Treasurer shall prepare, or cause to be prepared, a true statement of the Corporation's assets and liabilities as of the close of each fiscal year, all in reasonable detail, which statement shall be made and filed at the Corporation's registered office or principal place of business in the State of New York within four months after the end of such fiscal year and thereat kept available for a period of at least ten years. Such statement shall include, when applicable, a statement of the then current conversion ratio of any outstanding securities and a statement of the number of shares covered by any outstanding options and the price at which the options are excersisable.
Section 11. Assistant Treasurers. In the absence of the Treasurer or in the event of his death, inability or refusal to act the Assistant Treasurers in the order of their Length of service as Assistant Treasurer, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. They shall perform
such other duties as maybe assigned to them by the Treasurer, by the President, or by the Board of Directors.
Section 12. Chairman of the Board. The Chairman of the Board, who shall be chosen from among the Directors, shall preside at all meetings of the Board of Directors if present, and shall, in general, perform all duties incident to the office of Chairman of the Board and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 13. Chairman of the Executive Committee. The Chairman of the Executive Committee, who shall be chosen by and from among the Directors, shall have general supervision and direction over the business and affairs of the Corporation, subject, however, to the control of the Board of Directors and the Executive Committee. He shall, in general, perform all duties incident to the office of the Chairman of the Executive Committee and such other duties as from time to time may be assigned to him by the Board of Directors or the Executive Committee.
ARTICLE VII
CONTRACT, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to the specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority shall be general or confirmed to specific instances.
Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not other wise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors may select.
ARTICLE VIII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. The Corporation shall issue and deliver to each shareholder certificates representing all fully paid shares owned by him. Certificates shall be signed by the President or a Vice-
President and by the Secretary or Treasurer or an Assistant Secretary or Assistant Treasurer. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number and class of shares and the date of issue, shall be entered on the stock transfer books of the Corporation.
Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and on surrender for cancellation of the Certificate for such shares.
Section 3. Lost Certificate. The Board of Directors may direct a new certificate to be issued in place of any certificate to be issued in place of any certificate theretofore issued by the Corporation claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the certificate of stock to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors shall require that the owner of such lost or destroyed certificate, or his legal representative give the Corporation a bond in such sum as the Board may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate claimed to have been lost or destroyed, except where the Board of Directors by resolution finds that in the judgment of the Directors the circumstances justify omission of a bond.
Section 4. Closing Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or so vote at a meeting of shareholders, such books shall be closed for at least ten days immediately proceeding such meeting.
In lien of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days immediately preceding the date on which the particular action, requiring such determination of shareholders, is to be taken.
If stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted as the case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.
Section 5. Holder of Record. The Corporation may treat as absolute owners of shares the person in whose name the shares stand of record on its books just as if that person had full competency, capacity and authority to exercise all rights of ownership irrespective of any knowledge or notice to the contrary or any description a representative, pledge or other fiduciary relation or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate except that any person furnishing to the Corporation proof of his appointment as a fiduciary shall be treated as if he were a holder of record of its shares.
Section 6. Treasury Shares. Treasury shares of the Corporation shall consist of such shares as have been issued and thereafter acquired but not canceled by the Corporation. Treasury shares shall not carry voting or dividend rights.
ARTICLE IX
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of its Charter.
Section 2. Seal. The corporate seal of the Corporation shall consist of a concentric circles between which is the name of the Corporation and in the center of which is inscribed SEAL; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the Corporation.
Section 3. Waiver of Notice. Whenever any notice is required to be given to any shareholder or Director by law, by the Charter or by these By-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors, and shall be a calendar year unless otherwise designated.
Section 5. Amendments. Except as otherwise provided herein, these By-laws may be amended or repealed and new By-laws may be adopted by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors.
The Board of Directors shall have no power to adopt a By-law; (1) requiring more than a majority of the voting shares for a quorum at a meeting of shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where
higher percentages are required by law; (2) providing for the management of the Corporation otherwise than by the Board of Directors or its Executive Committees; (3) increasing or decreasing the number of Directors; (4) classifying and staggering the election of Directors.
No By-laws adopted or amended by the shareholders shall be altered or repealed by the Board of Directors.
This the _______ day of ____________________, 1990
| ARTICLE 5 |
| PERIOD TYPE | 12 MOS |
| FISCAL YEAR END | DEC 31 1999 |
| PERIOD END | DEC 31 1999 |
| CASH | 0 |
| SECURITIES | 0 |
| RECEIVABLES | 0 |
| ALLOWANCES | 0 |
| INVENTORY | 0 |
| CURRENT ASSETS | 0 |
| PP&E | 0 |
| DEPRECIATION | 0 |
| TOTAL ASSETS | 0 |
| CURRENT LIABILITIES | 56,380 |
| BONDS | 0 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| COMMON | 265 |
| OTHER SE | (56,645) |
| TOTAL LIABILITY AND EQUITY | 0 |
| SALES | 0 |
| TOTAL REVENUES | 0 |
| CGS | 0 |
| TOTAL COSTS | 0 |
| OTHER EXPENSES | 0 |
| LOSS PROVISION | 0 |
| INTEREST EXPENSE | 0 |
| INCOME PRETAX | 0 |
| INCOME TAX | 0 |
| INCOME CONTINUING | 0 |
| DISCONTINUED | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | 0 |
| EPS BASIC | 0 |
| EPS DILUTED | 0 |