REGISTRATION NO._______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE HERITAGE COLLECTION LTD.
(Exact name of small business issuer in its charter)
Delaware 5499 98-0219211
(State or other jurisdiction of (primary standard (I.R.S. Employer
incorporation or organization) industrial code) Identification Number)
THE HERITAGE COLLECTION LTD.
3266 Yonge Street, Suite 1208
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
(Address and telephone number of principal executive offices)
Agent for Service: With a Copy to:
Sandy Winick, President Christopher J. Moran, Jr.
The Heritage Collection Ltd. Attorney at Law
3266 Yonge Street, Suite 1208 4625 Clary Lakes Drive
Toronto, Ontario M4N 3P6, CANADA Roswell Georgia 30075
(416) 962-4508 (770) 518-9542 (770) 518-9640 FAX
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
If this Form is filed to register additional securities for an
Offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act Registration
Statement number of the earlier effective Registration Statement
for the same Offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same Offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same Offering. [_]
If delivery of the Prospectus is expected to be made pursuant to
Rule 434, check the following box. [_]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of each class to be Offering price Aggregate Registration
of Securities to be Registered per Unit Offering price Fee
Registered
___________________________________________________________________________
Class A Common Stock 2500000 $.01 25000.00 7.00
__________________________________________________________________
The registration hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a) may determine.
SUBJECT TO COMPLETION [*****, 2000]
PROSPECTUS
*****, 2000
THE HERITAGECOLLECTION LTD.
3266 Yonge Street, Suite 1208
Toronto, Ontario M4N 3P6 CANADA
(416) 962-4508
2,500,000 Shares of Common Stock
This is the initial public Offering of common stock of The
Heritage Collection Ltd. and no public market currently exists for
shares of our common stock. The initial public Offering price is
$0.01 per share of common stock and was arbitrarily determined.
The Offering is on a best efforts-no minimum basis. There is no
minimum purchase requirement and no arrangement to place funds in
an escrow, trust, or similar account. We anticipate that the
Offering will close within 30 days of the date of initial
effectiveness.
We will amend and complete the information in this Prospectus.
The information in this Prospectus is not complete and may be
changed. We may not sell these securities until the Registration
Statement filed with the Securities and Exchange Commission is
effective. This Prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
This investment involves a high degree of risk.
See "Risk Factors" beginning on Page 2.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
Prospectus. Any representation to the contrary is a criminal
offense.
TABLE OF CONTENTS
PART I--PROSPECTUS
PROSPECTUS
SUMMARY.............................................. 1
RISK
FACTORS.............................................. 1
USE OF
PROCEEDS............................................. 3
DETERMINATION OF OFFERING
PRICE................................................ 3
SELLING SECURITY
HOLDERS.............................................. 3
PLAN OF
DISTRIBUTION......................................... 3
LEGAL
PROCEEDINGS.......................................... 4
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS.................................. 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT................................ 5
DESCRIPTION OF
SECURITIES........................................... 6
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES.......................................... 6
DESCRIPTION OF
BUSINESS............................................. 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION................................. 13
DESCRIPTION OF
PROPERTY............................................. 15
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS......................................... 15
MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS...................... 15
EXECUTIVE
COMPENSATION......................................... 16
FINANCIAL
STATEMENTS........................................... 17
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL
DISCLOSURE.Y......................................... 25
SUMMARY
The Heritage Collection Ltd. ("Heritage") is a corporation formed
under the laws of the State of Delaware on April 16, 1997, whose
principal executive offices are located in Toronto, Ontario
Canada.
Heritage expects to use the net proceeds for organizational
purposes and to determine the feasibility of buying, selling and
brokering antiques and collectible jewelry via the Internet.
Should the plan prove to be feasible, we intend to market antique
watches and jewelry including collectible costume jewelry and
memorabilia on a business to business, business to individual and
individual to individual basis. We have an established website
name, www.heritagecollections.com and if our business plan proves
to be feasible we will proceed to build the website, develop a
further business plan and change the name of Heritage to
Heritagecollections.com.
The Offering
Price per share Offered.........................$0.01
Common Stock Offered by Heritage 2,500,000 shares
Common Stock Outstanding Prior to Offering......841,000 shares
Common Stock Outstanding After Offering*........3,341,000 shares
* Assumes sale of all shares offered
Name, Address, and Telephone Number of Registrant:
Heritage
3266 Yonge Street, Suite 1208,
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
(416) 250-0496 Fax
Risk Factors
You should carefully consider the following risk factors and all
other information contained in this Prospectus before purchasing
our common stock. Investing in Heritage's common stock involves a
high degree of risk. Any of the following risks could adversely
affect our business, financial condition and results of operations
and could result in a complete loss of your investment.
Risks Related to the Business of Heritage
Our success depends on a number of things that should be
considered by prospective investors. Heritage is a new company and
we have no history of earnings or profit and there is no assurance
that it will operate profitably in the future. We cannot assure
you that we will provide a return on investment in the future.
Heritage is in its earliest stages of development, has incurred
losses since its inception on April 16, 1997 and may never become
profitable.
We are in the earliest stages of development and could fail before
implementing our business plan. Heritage must be regarded as a
"start up" venture that will incur losses for the foreseeable
future. We have no operating history or revenues from operations,
and face unforeseen costs, expenses, problems and difficulties
that could easily prevent us from ever becoming profitable. As a
result, we can give no assurance that Heritage will ever provide a
return on investment.
If our business plan proves not to be feasible, we may be
considered a blank check company which would restrict the re-sales
of our stock.
We will be raising a limited amount of capital if and when this
Offering is fully subscribed to. The $25,000 received will be
spent to determine the feasibility of creating an online website
that would provide merchandizing of a full line of antique and
collectible jewelry via the Internet and direct mail. Should the
results of our projected study be negative we do not have an
alternative business plan, we might be subject to Rule 419 of the
Securities Act and it is entirely possible that we would be
considered a "blank check company". If Heritage is considered to
be a blank check company all monies raised and securities issued
would be required to be placed in escrow and the securities could
not be transferred.
Many states have passed laws, rules and regulations concerning
blank check companies and as a result, we could have a great deal
of trouble raising additional capital and have a very limited
public market. Consider these facts carefully before you invest.
Conflicts of Interest May Arise Between Companies Owned by the
Sole Officer and Director.
Sandy Winick, the majority shareholder and sole officer and
director of Heritage, is also the majority shareholder and sole
officer and director of The Berkshire Collection Inc. and
Naturally Niagara Beverage Corporation. Both of these companies
plan to investigate the feasibility of developing a full line new
jewelry business and non-alcoholic sparkling beverages,
respectively. It is possible that Mr. Winick could devote more
time and resources to any of the three companies that is more
likely to succeed. Mr. Winick is also the secretary and Chief
Executive Officer of Progolftournaments.com, a Nevada corporation
developing a series of internet-based computer golf tournaments.
He is also a principal in the finance arm of Danbury Sales Inc. a
company that auctions and finances factory equipment and rolling
stock.
We Will Definitely Need Additional Financing Which May Not Be
Available and That Will Likely Dilute Present Ownership Interests.
The ultimate success of Heritage and its proposed website,
www.heritagecollections.com will depend on our ability to raise
additional capital. No commitments to provide additional funds
have been made by management or other shareholders. We have not
investigated the availability, source or terms of additional
financing. When additional capital is needed, there is no
assurance that funds will be available from any source or, if
available, that they can be obtained on acceptable terms. If not
available our operations would be severely limited, and we would
be unable to implement our business plan, if it is indicated that
it could be feasible. Our website is not constructed or developed
and is not operating.
Use of Proceeds
The net proceeds to Heritage from the sale of the 2,500,000 shares
of common stock offered hereby at an assumed initial public
Offering price of $.01 per share are estimated to be $25,000.
Heritage expects to use the net proceeds for organizational
purposes and to conduct a search for and retain qualified
consultants to assess the feasibility of the business plan. While
there is no provision for it in the business plan or the proposed
study, we continually evaluate other business opportunities that
may be available to it, whether in the form of assets,
acquisitions or business combinations. Heritage may use a portion
of the proceeds for these purposes. We are not currently a party
to any contracts, letters of intent, commitments or agreements and
are not engaged in negotiations with respect to any acquisitions.
Heritage has not yet determined the amount of net proceeds to be
used specifically for any of the foregoing purposes. Accordingly,
management will have significant flexibility in applying the net
proceeds of the Offering.
Determination of Offering Price
The price of the Units in this Offering was arbitrarily set. The
Offering price is not an indication of and is not based upon the
actual value of Heritage It bears no relationship to the book
value, assets, earnings or any other recognized criteria of value.
The Offering price should not be regarded as an indicator of the
future market price of the securities.
Plan of Distribution
Heritage will sell a maximum of 2,500,000 shares of its common
stock to the public on a "best efforts" basis through its
president. There can be no assurance that any of these shares
will be sold. The gross proceeds will be $25,000 if all the
shares offered are sold. No commissions or other fees will be
paid, directly or indirectly, by Heritage or any of its
principals, to any person or firm in connection with solicitation
of sales of the shares. We intend to apply to have our shares
traded on the OTC bulletin board.
The following discussion addresses the material terms of the plan
of distribution.
We are offering up to 2,500,000 shares of our common stock at a
price of $0.01 per share to be sold by our sole executive officer
and director. Since this offering is conducted as a direct
participation offering, there can be no assurance that any of the
shares will be sold. If we fail to sell all the shares we are
trying to sell, our ability to implement our business plan will be
materially effected, and you may lose all or substantially all of
your investment.
There is currently no market for any of our shares and little
likelihood that a public market for such securities will develop
after the closing of this offering or be sustained if developed.
While we plan following the closing of this offering to take
affirmative steps to request or encourage one or more
broker/dealers to act as a market maker for our securities, no
such efforts have yet been undertaken and no assurances are given
that any such efforts will prove successful. As such, investors
may not be able to readily dispose of any shares purchased in this
offering.
The offering shall be conducted by our president and sole
director, Sandy Winick.
Although Mr. Winick is an associated person of us as that term is
defined in Rule 3a4-1 under the Exchange Act, Mr. Winick is deemed
not to be a broker for the following reasons:
* He is not subject to a statutory disqualification as
that term is defined in Section 3(a)(39) of the Exchange Act at
the time of his participation in the sale of our securities.
* He will not be compensated for her participation in
the sale of our securities by the payment of commission or other
remuneration based either directly or indirectly on transactions
in securities.
* He is not an associated person of a broker or dealer
at the time of his participation in the sale of our securities.
* He will restrict her participation to the following
activities:
A. Preparing any written communication or
delivering any communication through the mails or other means that
does not involve oral solicitation by him of a potential
purchaser;
B. Responding to inquiries of potential purchasers
in a communication initiated by the potential purchasers, provided
however, that the content of responses are limited to information
contained in a registration statement filed under the Securities
Act or other offering document;
C. Performing ministerial and clerical work
involved in effecting any transaction.
As of the date of this prospectus, no broker has been retained by
us for the sale of securities being offered. In the event a broker
who may be deemed an underwriter is retained by us, an
amendment to our registration statement will be filed.
The offering will remain open for a period until *****, 2001 or
30 days from the date of this Prospectus, unless the entire gross
proceeds are earlier received or we decide, in our sole
discretion, to cease selling efforts. Our sole officer and
director, and our stockholders and their affiliates may purchase
shares in this offering.
Legal Proceedings
Heritage is not a party to any pending legal proceeding or
litigation and none of its property is the subject of a pending
legal proceeding. Further, the officer and director knows of no
legal proceedings against Heritage or its property contemplated by
any governmental authority.
Directors, Executive Officers, Promoters and Control Persons
The following table sets forth the name, age and position of our
sole director, promoter and executive officer of Heritage:
Name Age Position
Sandy Winick 42 President, Secretary,
Treasurer,
Director
In April, 1997 Mr. Winick was elected as the sole officer and
director of Heritage by the current shareholders, of whom he is
majority stockholder. He will serve until the first annual
meeting of shareholders and his successor(s) are elected and
qualified. Thereafter, directors will be elected for one-year
terms at the annual shareholders' meeting. Officers will hold
their positions at the pleasure of the board of directors, absent
any employment agreement.
Biographical Information
Mr. Winick is the sole officer, and director of The Berkshire
Collection Inc., Naturally Niagara Beverage Corporation He is also
Secretary, director and CEO of Progolftournaments.com. a company
that is attempting to establish an Internet golf game played for
cash prizes.
He is currently Vice-President of Danbury Financial Corp., a
lending institution, providing liaison with clients, negotiation
of funding agreements, creating new business and monitoring that
company's entire loan portfolio. For the two-year period, 1997 to
1999, Mr. Winick served as CEO of Millenia Corporation; a US
publicly traded company. His duties there, in addition to day-to-
day administration, included funding, acquisition and
consolidation of several businesses and completing a reverse
takeover with a private company. Previous activities include
serving as an independent financial consultant with Madison
Consulting Group from 1992 through 1996; President and CEO of
Naturally Niagara Inc., a beverage manufacturer and distributor
from 1991 to 1992 and from 1989 to 1991, President of Payless
Furniture, a thirteen-unit chain of furniture stores.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of November 10, 2000, the
issued and outstanding common stock of Heritage owned of record or
beneficially by each Executive Officer and Director and by each
person who owned of record, or was known by Heritage to own
beneficially, more than 5% of its common stock, and the
shareholdings of all Executive Officers and Directors as a group.
Each person has sole voting and investment power with respect to
the shares shown.
Shares Percentage of
Name Owned Shares Owned
Sandy Winick 500,000 59.46
President, Treasurer, and Director
3266 Yonge Street, Suite 1208
Toronto, Ontario M4N 3P6 Canada
Sandringham Investments Limited
404 Scott Point Drive
Salt Spring Island, BC V8K 2R2 250,000 29.73
All Executive Officers and Directors as a Group
(1 Individual)......................... 500,000 73.17
Description of Securities
The following description of the capital stock of Heritage is a
summary of the material terms of its capital stock. This summary
is subject to and qualified in its entirety by the Heritage
Articles of Incorporation and Bylaws, which are included as
exhibits to the Registration Statement of which this Prospectus
forms a part, and by the applicable provisions of Delaware law.
The authorized capital stock of Heritage consists of 70,000,000
shares: 50,000,000 shares of Common Stock having a par value of
$0.001 per share and 20,000,000 shares of Preferred Stock having a
par value of $0.001 per share.
The holders of shares of common stock of Heritage do not have
cumulative voting rights in connection with the election of the
Board of Directors. This means that the holders of more than 50%
of the shares voting can elect all of the directors if they so
choose and the holders of the remaining shares will not be able to
elect any directors.
The holders of shares of common stock are entitled to dividends,
out of funds legally available, when and as declared by the Board
of Directors. The Board of Directors has never declared a
dividend and does not anticipate declaring a dividend in the
future. Each outstanding share of common stock entitles the
holder thereof to one vote per share on all matters. The holders
of the shares of common stock have no preemptive or subscription
rights. In the event of liquidation, dissolution or winding up of
the affairs of Heritage, holders are entitled to receive, ratably,
the net assets of Heritage available after payment of all
creditors.
All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To
the extent that additional shares of Heritage's common stock are
issued, the relative interests of existing shareholders may be
diluted.
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities
The Articles of Incorporation of Heritage filed D* as Exhibit 3.1
to our registration statement, provide that we will indemnify its
officers and directors to the full extent permitted by Delaware
state law. The Bylaws of Heritage filed D* as Exhibit 3.2 to our
registration statement , provide that we will indemnify and hold
harmless each person who was, is or is threatened to be made a
party to or is otherwise involved in any threatened proceedings by
reason of the fact that he or she is or was a director or officer
of Heritage or is or was serving as a director, officer, partner,
trustee, employee, or agent of another entity, against all losses,
claims, damages, liabilities and expenses actually and reasonably
incurred or suffered in connection with such proceeding.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers
and controlling persons D*pursuant to the forgoing provisions or
otherwise, we have been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore,
unenforceable.
Important Notice Regarding Forward Looking Statements
This Prospectus contains forward-looking statements that involve
risks and uncertainties. The words such as "anticipates",
"believes", "plans", "expects", "future", "intends" and similar
expressions identify these forward-looking statements. Heritage
actual results could differ materially from those anticipated in
these forward-looking statements as the result of certain factors,
including those set forth in "Risk Factors" and elsewhere in this
Prospectus.
Description of Business
General
Heritage was incorporated under the laws of the State of Delaware
on January 19, 2000, and is in its early developmental and
promotional stages. To date, our only activities have been
organizational, raising our initial capital, developing the
business plan and establishing the need for a feasibility study.
We have not commenced commercial operations. We have no full time
employees and own no real estate.
Heritage through its projected website,
www.heritagecarcollections.com plans to operate a variety of
Internet-related services including:
(1) an online B2B (Business-to-Business), B2C (Business-to-
Consumer) and C2C (Consumer-to-Consumer ) trading service, known
as Antiquecarcollections.com;
(2) a service that establishes a clearing house or brokerage
service to connect antique and collectible jewelry dealers and
collectors; and
(3) a listing service for individuals seeking to buy or sell
items via our online Internet service. The Company is committed
to pursuing all commercial opportunities in the online person-to-
person, business-to-consumer and business-to-business trading
service areas dealing with antique and collectible jewelry.
Our business plan initially is to determine the feasibility of
selling and brokering these items and related products to specific
markets. Should Heritage determine that the plan is feasible, it
intends to market antique and collectible jewelry and other
associated products to dealers, individuals, museums and other
similar types of customers. Besides buying and selling on our own
account, we plan on operating a central directory and clearing
house to bring our buying customers and selling customers
together, wherever they are located.
As an example, a collector's estate is being liquidated and the
executors desires to expose the deceased's auto collection to as
many potential buyers as possible. For a small fee our website
will list and display all of the items for sale including color
photos and a complete description. Anyone looking for a single
auto or several items will be able to view our website and
purchase those items there. Purchasers would also pay a fee.
Payment will be done by credit or debit card or by e-check.
Heritage intends, if our feasibility study so indicates, to
develop and market an Internet application that enables automobile
collectors to locate and purchase jewelry and accessories directly
from dealers and other specialty concerns or individuals whose
items we are able expose to a world-wide market. For the
collectors and dealers involved, the site will provide a sales
outlet for their goods at a reasonable and acceptable price. We
believe that this service will generate a better profit margin,
compared to sales conducted through traditional distribution and
wholesale organizations.
Heritage hopes that its projected feasibility study will confirm
our ability to establish an economic model that will be superior
to traditional marketing models. We hope to provide a transaction
service that eliminates much of the traditional cost of sales for
the seller, while providing what we believe to be better prices
for the consumer. The Heritage projected website, if feasible,
will offer sports collectibles world-wide by generating
descriptive web pages featuring top quality photos of the pieces
for sale. The site will initially focus on the sale and marketing
of automobiles offered for sale by dealers and individuals. We
will continuously add jewelry and accessories to our own inventory
if and when consumer confidence in Internet commerce and security
grows. Each of these proposed activities shall require
substantial additional financing for us, well beyond the proceeds
of this offering, and there is no assurance that we will be able
to raise additional funds.
Our objective is to create an Internet portal site that functions
as a search engine, a software application that enables the user
to locate information from a database or other archive. We will
differ from typical search engines in that all of the jewelry
displayed can be purchased immediately from the offering party.
A portal site is an Internet site that functions as a starting
point for world-wide web sessions.
We believe an Internet-based, centralized trading place offers the
following benefits:
_ Facilitates buyers and sellers meeting, listing items for
sale, exchanging information, interacting with each other and
ultimately, buying and selling;
_ Allows buyers and sellers to trade directly, bypassing
traditional intermediaries and lowering costs for both
parties;
_ Offers buyers global access with a significantly broader
selection of antique and collectable and accessories to
purchase and provides sellers the opportunity to sell their
goods efficiently to a broader base of buyers;
_ Offers significant convenience, allows trading at all hours
and provides continuous updated information; and
_ Fosters a sense of community through direct buyer and seller
communication, thereby enabling interaction between
individuals with mutual interests.
In addition, we believe the community orientation, ease of direct
buyer to seller communication and efficient access to information
on the trading history of the buyer and seller can help reduce or
eliminate the risks of online trading. We believe there is a
extremely good market opportunity existing for an Internet-based,
centralized trading facility that applies the unique features of
the Internet to make personal, world-wide trading easier.
As consumer confidence in Internet technologies increases,
Management anticipates the Internet is expected to become the de
facto research tool for locating the cheapest source of everyday
and specialized goods. If the feasibility study is positive we
hope to be able to put the team and the technology in place to
create, deploy, and market an Internet service to provide direct
purchasing to consumers while eliminating many of the marketing
costs of sellers.
Regulation of the Internet.
In general, existing laws and regulations apply to transactions
and other activity on the Internet; however, the precise
applicability of these laws and regulations to the Internet is
sometimes
uncertain. The vast majority of such laws were adopted prior to
the advent of the Internet and, as a result, do not deal with the
unique issues of the Internet or electronic commerce.
Nevertheless, numerous federal and state government agencies have
already demonstrated significant activity in promoting consumer
protection and enforcing other regulatory and disclosure statutes
on the Internet.
Due to the increasing use of the Internet as a medium for commerce
and communication, it is possible that new laws and regulations
may be enacted with respect to the Internet and electronic
commerce covering issues such as user privacy, freedom of
expression, advertising, pricing, content and quality of products
and services, taxation, intellectual property rights and
information security. The adoption of such laws or regulations and
the applicability of existing laws and regulations to the Internet
may impair the growth of Internet use and result in a decline in
our sales.
A number of legislative proposals have been made at the federal,
state and local level, and by foreign governments, that would
impose additional taxes on the sale of goods and services over the
Internet, and certain states have taken measures to tax Internet-
related activities. Although Congress recently placed a three-year
moratorium on new state and local taxes on Internet access or on
discriminatory taxes on electronic commerce, existing state or
local laws were expressly excepted from this moratorium. Further,
once this moratorium is lifted, some type of federal and/or state
taxes may be imposed upon Internet commerce. Such legislation or
other attempts at regulating commerce over the Internet may
substantially impair the growth of commerce on the Internet and,
as a result, adversely affect the opportunity of Heritage to
derive financial benefit from such activities.
Part of the mandate given to the people or organization that will
conduct our feasibility study, if and when they are hired, will be
to attempt to cut through most of the speculation and arrive at a
reasonable forecast as to what future legislation may be.
E-commerce and the Internet today.
We have assembled some of the available data regarding Internet
commerce that will be a portion of the information that is to be
digested in order to complete our study as to feasibility.
Web Commerce: 1996 $2.6 billion
2000 $220 billion
Web Users: 1996 28 million
2000 175 million
(Source: Ziff Davis)
Nearly one trillion will be spent on Information Technology
(IT) in 2000, representing about 60 percent of all capital
spending compared to just 10% of all capital spending in 1980.
(Source: NUA)
Nearly half of US Internet users have purchased a product or
service online.
(Source: A. C. Nielsen-May 11, 2000)
Consumers who have used the Internet since 1995 spend an average
of $ 388 per transaction while those who have been online for a
year only spend an average of $ 187 per transaction. The
equivalent figure for those who have been using the Internet since
1997 is $ 298.
(Source: National Association of Business Economics)
An estimated 120 million Internet users, or 40 percent of the
total number online, have already made an online purchase,
according to a study from the Angus Reid Group. Over 50 % of all
online transactions were made in the USA. US users made an
average of 7 purchases in the three months before the survey,
spending an average of $828. The worldwide average spent by an
individual in the same period was less than $500.
75% of online shoppers in the US and Canada pay for e-commerce
purchases by credit card. Direct bank drafts, bank transfers and
cash on delivery are the other most favored payments methods. 93%
of Internet shoppers around the world said they were Asomewhat
satisfied@ or Aextremely satisfied@ with their online shopping
experience.
(Source: Angus Reid Group)
Internet advertising revenue more than doubled in 1999, coming to
a year-end total of $ 4.62 billion.
(Source: Internet Advertising Bureau [IAB])
As of March, 2000 there were a world-wide total of 304,360,000
Internet connections. The breakdown is as follows:
Africa 2,589,000
Asia/Pacific 68,900,000
Europe 83,350,000
Middle East 1,900,000
USA & Canada 136,860,000
South Africa 10,740,000
(Source: Various; Methodology - Compiled by: Nua Internet
Surveys)
Anticipated Milestones and Timetables
Implementation of Business Plan: Milestones
Our business plan is to determine the feasibility of buying,
selling and brokering antiques and collectibles via the Internet.
Should we determine that our business plan is feasible, we intend
to attempt to achieve implementation of our business plan by
meeting the following milestones:
_ Market Survey.
In order to determine the feasibility of our business plan,
we must conduct research into the various potential target
markets. The market analysis research will likely consist of
a telephone survey to 200 to 500 potential clients focusing
on our core target markets, such as antique dealers. The
survey would likely contain questions which would determine
the marketing approach and acceptability of specific
products. The survey would take approximately four to six
weeks. The cost of the survey is estimated to be $10,000,
which would be paid for out of the proceeds of this offering.
_ Hire Salespeople.
Should we determine that our business plan is feasible, we
will then have to engage salespeople to market our product.
We expect that we may hire up to four salespeople during our
first year of operation. The hiring process would include
running advertisements in the local newspaper and conducting
interviews. It is anticipated that hiring the salespeople may
take four to eight weeks. The cost of hiring the salespeople,
not including compensation, is estimated at $ 5,000.
_ Establish an Office.
We would then have to establish an office or offices for the
sales force in the appropriate market or markets. This would
include an office and equipment such as computers and
telephones. It is anticipated that it may take eight to
twelve weeks to locate acceptable office space and select and
purchase equipment. The expense of office rental, equipment
and inventory samples is estimated to be $ 36,000 per year.
Office furniture and equipment is estimated to require a
capital outlay of $ 15,000.
_ Development of Advertising Campaign.
The next step would be to develop an advertising campaign,
including establishing a list of prospects based on
potential clients identified in the market survey, and
designing and printing sales materials. It is anticipated
that it would take approximately six to ten weeks to develop
the advertising campaign, although, depending on the
availability of resources, we will attempt to develop our
advertising campaign concurrently with establishing an
office. The cost of developing the campaign is estimated at
approximately $ 150,000.
_ Implementation of Advertising Campaign/Sales Calls.
Implementation of the advertising campaign would begin with
mailing the sales materials to the identified list of
prospects. Approximately two to four weeks thereafter, the
salespeople would begin telephone follow ups and scheduling
of sales calls. Although it will be necessary to make sales
calls throughout the life of the company, it is estimated
that the first round of sales calls will take approximately
eight to twelve weeks to complete. The cost of salary and
expenses for two salespeople is estimated at $ 175,000 per
year.
_ Achieve Revenues.
It is difficult to quantify how long it will take to convert
a sales call into actual sales and revenues. We will not
begin receiving orders until our sales force is able to
convince potential clients to begin offering antiques and
collectables to their customers, or to convert from an
existing advertising source. We hope that clients would
begin placing orders within weeks of a sales call, but it
may take several months before people begin to purchase
products. Moreover, customers may not be willing to pay for
products at the time they order, and may insist on buying on
account, which would delay receipt of revenues another month
or two. Assuming we have received all necessary approvals to
begin raising funds by April 1, 2001 and assuming an offering
period of approximately one month, in a best case scenario,
we may receive our first revenues as early as December 1,
2001. However, a more realistic estimate of first revenues
would be February 1, 2002 or later.
As discussed more fully in the Management's Discussion and
Analysis--Liquidity and Capital Resources section, the expenses of
implementing our business plan will exceed the funds raised by
this offering, and we will have to obtain addition financing
through an offering or through capital contributions by current
shareholders. No commitments to provide additional funds have been
made by management or shareholders. Accordingly, there can be no
assurance that any
additional funds will be available on terms acceptable to us or at
all.
Employees.
Heritage is a development stage company and currently has no
employees. We are currently managed by Sandy Winick, our sole
officer and director. We look to Mr. Winick for his
entrepreneurial skills and talents. Management plans to use
consultants, attorneys and accountants to conduct the planned
feasibility study and does not plan to engage any full-time
employees until the results of that study are properly evaluated.
We may hire employees in the future based on the projected size of
the market and the compensation necessary to retain qualified
employees. A portion of any employee compensation could include
the right to acquire stock in Heritage which would dilute the
ownership interest of holders of existing shares of its common
stock.
Available Information and Reports to Securities Holders.
Heritage has filed with the Securities and Exchange Commission a
Registration Statement on Form SB-2 with respect to the common
stock offered by this Prospectus. This Prospectus, which is a part
of the Registration Statement, does not contain all of the
information set forth in the Registration Statement or the
attached exhibits and schedules. For further information with
respect to Heritage and its common stock, see the Registration
Statement and the exhibits and schedules. Any document we file
may be read and copied at the Commission's Public Reference Room
located at 450 Fifth Street N.W., Washington D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information
about the public reference rooms. The Heritage filings with the
Commission are also available to the public from the Commission's
website at http://www.sec.gov.
Upon completion of this Offering we will become subject to the
information and periodic reporting requirements of the Securities
Exchange Act and will file periodic reports, proxy statements and
other information with the Commission. Such periodic reports,
proxy statements and other information will be available for
inspection and copying at the Commission's public reference rooms,
and the website of the Commission.
Management's Discussion and Analysis or Plan of Operation
The following discussion assumes that the results of the proposed
feasibility study are positive and we go on to put the full
business plan into affect. If this should be the case it is
certain that Heritage will need to seek a large capital injection.
We have not had any discussions with anyone about this needed
capital nor do we intend to do so until the study is completed.
Heritage will establish several online services on the proposed
website, www.heritagecollections.com. These services will
include:
_ Extensive inventory listings of participating antique and
collectable jewelry dealers for browsing and for sale to
the general public and other dealers;
_ A listing service for hard-to-locate parts and accessories
for repairs and restoration;
_ A listing service displaying items for sale from
individuals sellers;
_ A free "items wanted" service that informs sellers as to a
specific item or items that are required either by a
dealer, or individual; and
_ An alerting system designed to flag listings that seem to
fill the "items wanted" listings.
This website will serve as a centralized trading place for buyers
and sellers to meet, negotiate sales, and finally consummate
transactions directly, thereby bypassing the time and expense of
intermediaries. We plan to collect a transaction fee from both
sides.
Site Implementation.
The Heritage website is fairly simple in nature. Preliminary
inquiries with website builders and developers have indicated that
the biggest obstacle will be the capacity required. Dealers will
list some or all of their inventory, complete with a color picture
option. Early success in marketing these inventories should lead
to more and more automobiles for sale. This heavy load of
listings may well require separate listing categories to make
browsing and purchasing easier. Estimated time to construct and
test website: six to nine months. Estimated cost: $500,000 to
$1000,000.
Numerous factors affect the time of commerce site implementation
including the following:
(4) Number of features implemented. Adding features to a site
takes development and testing time;
(5) Degree of customized versus packaged software used. Highly
customized sites take longer to develop than those relying heavily
on functions provided off the shelf;
(6) Complete back-end integration, often crucial for a high-
quality customer satisfaction;
(7) Technical expertise of staff. A shortage of technical
skills plagues site implementation. It is common for members of
site development teams to work with a package for the first time,
learning as they go along.
(8) Clarity of vision. Numerous decisions about partners,
business processes, a site's feature set, and look and feel all
affect the time necessary to develop a site. When decisions
change during the course of development building time lengthens.
Website development is more than implementing a system. It is
about building a business. Two aspects of site development have a
major impact on overall development time: business process design
and partner selection.
Business process design entails numerous decisions about the day-
to-day operation of an online business and includes everything
from the sequence of steps in an online transaction to the
maintenance of a site. Sites must make decisions about dozens of
operational questions, including the following:
_ Product information. Where to obtain it? What are the
processes for updating, approving, and releasing it to the
site?
_ Non-product site content. Who creates it? approves it? how
and when is it released?
_ Merchandising. Staffing and process decisions on everything
from product selection to product presentation and site
promotions.
_ Shipping charges. Is shipping included in the price or an
extra charge?
_ Insurance. Do we insure the product or does the seller or
buyer?
_ Items wanted. How should a site conduct customer
communications relating to them?
_ Customer e-mail. Does the site accept customer inquiries via
e-mail? Who is expected to handle them? What response time is
targeted?
_ Live customer service. Is it available by phone or live chat?
During what hours?
Partner selection is a vital element of launching a commerce site.
It can take months for a Web venture to identify and come to
agreements with the variety of partners involved in the operation
of a site. Each partner may present its own business process
questions, as well as training and integration issues. Most
commerce sites end up contracting with several of the following
types of partners:
* Credit and Debit card processors
* Fulfillment partner
* Call center
* Shipping carriers
* Web site host
There are literally hundreds of vital questions to be asked and
answered about implementing a full business plan. Some of these
will be identified and answered by our projected feasibility
study. Others will be asked by the website builder/developer and
hopefully answered by us.
Website Launch Estimated Expenditures.
- It now costs an average of $536,000 to develop a website and
an annual average of $591,000 to maintain it.
- E-commerce sites cost $836,000 to build and $1,000,000 to
maintain every year.
- Maintenance costs do not include salaries or overhead costs.
(Source: Association of National Advertisers)
Heritage was incorporated in January, 2000 and in the near future,
subject to the results of a planned feasibility study and
subsequent financing, will attempt to enter the preparatory stage
of building an Internet site for the marketing of antique and
collectible jewelry and other related products. We plan to begin
with the hiring of consultants to determine the feasibility of the
project. If the results of that study are positive we will
continue with the next steps: financing and developing proprietary
data base programming and web server configuration. The estimated
total cost of this program is $250,000.
The estimated cost of the web site to launch date is estimated at
$850,000. Our website is not up and operational nor will it be
until these preliminary steps have taken place.
In the first year of operations, starting sometime in the first
half of the year 2001 Heritage will require an additional
$2,000,000 to fully develop the website and establish and sustain
an extensive marketing program. It is expected that approximately
$2,000,000 in advertising costs will be incurred in the first year
to assist in the launching of the site. Funding requirements
could increase significantly in year two, depending on the success
of the marketing program in year one. Should anticipated results
be generated, the company proposes to raise up to $20,000,000 in
year two through a public offering of securities, of which
$10,000,000 would be allocated to marketing costs.
There are no revenues as of the date of this Prospectus. Heritage
has not constructed or activated its website.
Description of Property
Heritage is provided some office space and telephone answering
facilities within the office of its officer and director. We pay
no rent and own no real estate.
Certain Relationships and Related Transactions
No director, executive officer or nominee for election as a
director of Heritage and no owner of five percent or more of the
outstanding shares or any member of their immediate family has
entered into or proposed any transaction in which the amount
involved exceeds $10,000
Market for Common Equity and Related Stockholder Matters
No established public market exists for the securities of Heritage
We have no common equity subject to outstanding purchase options
or warrants and we have no securities convertible to common
equity. There is no common equity that can be sold pursuant to
Rule 144 of the Securities Act or that Heritage has agreed to
register under the Securities Act for sale by shareholders.
Except for this offering there is no common equity that is being
or has been publicly proposed to be, publicly offered.
As of December 31, 2000, there were ***** shares issued and
outstanding. All of these shares were issued under Section 4(2)
of the Securities Act and are subject to the re-sale restrictions
of Rule 144.
To date we have not paid any dividends on our common stock and do
not expect to pay any dividends in the foreseeable future.
Executive Compensation
No officer or director has received any remuneration from
Heritage. Although there is no current plan in existence it is
possible that we will adopt a plan to pay or accrue compensation
to its officers and directors for services rendered related to the
implementation of the business plan. We have no stock option,
retirement, incentive or profit sharing plan or program for the
benefit of officers, directors or employees but the Board of
Directors may recommend the adoption of one or more of such
programs in the future. No one receives any compensation from
Heritage and we do not have a compensation policy or committee.
THE HERITAGE COLLECTION LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
AUDIT REPORT
DECEMBER 31, 2000
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 S. Bellaire Street, Suite 500
Denver, Colorado 80222
THE HERITAGE COLLECTION LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
INDEX TO FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant.....................18
Balance Sheet, December 31, 1999 .........................19
Statement of Operations, for the
Period April 2, 1999 (Inception)
Through December 31, 1999.................................20
Statement of Stockholders= Equity
(Deficit), April 2, 1999 (Inception)
Through December 31, 1999.................................21
Statement of Cash Flows for the
Period From April 2, 1999 (Inception)
Through December 31, 1999 ........................................22
Notes to Financial Statements.......................23 & 24
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 S. Bellaire Street, Suite 500
Denver, Colorado 80210
(303) 782-0878
INDEPENDENT AUDITORS REPORT
Board of Directors
The Heritage Collection Ltd.
3266 Yonge Street, Suite 1208
Toronto, ON M4N 3P6 Canada
Sirs:
I have audited the accompanying Balance Sheet of Oyster Creek
Group Inc. (A Development Stage Enterprise) as of December 31,
2000 and the Statements of Operations, Stockholders' Equity, and
Cash Flows for the period April 16, 1997 (Inception) through
December 31, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion on these financial statements based on my
audits.
My examination was made in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audits to obtain reasonable assurance as to whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for our opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of The
Heritage Collection Ltd. as of December 31, 2000, and the results
of its operations and changes in its cash flows for the period
from April 16, 1997 (Inception) through December 31, 2000 in
conformity with generally accepted accounting principles.
Janet Loss, C.P.A., P.C.
January 19, 2001
THE HERITAGE COLLECTION LTD.
(A DEVELOPMENT STATE ENTERPRISE)
BALANCE SHEET
AS AT DECEMBER 31, 2000
ASSETS
CURRENT ASSETS $ 0
TOTAL ASSETS
0
LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
COMMON STOCK $0.001 PAR VALUE
50,000,000 AUTHORIZED, 841,000 ISSUED
AND OUTSTANDING 841
ADDITIONAL PAID IN CAPITAL 364
PREFERRED STOCK $0.001 PAR VALUE
20,000,000 SHARES AUTHORIZED, NONE
OUTSTANDING
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE (1,205)
TOTAL STOCKHOLDERS' EQUITY 0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 0
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
THE HERITAGE COLLECTION LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 16, 1997 (INCEPTION)
THROUGH DECEMBER 31, 2000
REVENUES $ 0
OPERATING EXPENSES
LEGAL AND PROFESSIONAL FEES 750
OFFICE EXPENSES 455
TOTAL OPERATING EXPENSES 1,205
NET (LOSS) FOR THE PERIOD ( 1,205)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 841,000
NET LOSS PER SHARE ($ .00)
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
THE HERITAGE COLLECTION LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDER=S EQUITY
FOR THE PERIOD APRIL 16, 1997 (INCEPTION)
THROUGH DECEMBER 31, 2000
NUMBER AMOUNT NUMBER AMOUNT DURING TOTAL
OF OF ADDITIONAL THE STOCKHOLDERS'
SHARES OF OF PAID-IN DEVELOPMENT
SHARES SHARES SHARES CAPITAL STAGE EQUITY
COMMON STOCK
ISSUED 841000 $841 364 0 0 0 1,205
FOR CASH, APRIL
16, 1997
NET LOSS FOR
THE PERIOD 0 0 0 0 0 (1,205) (1,205)
___________________________________________________________________________________
BALANCES
DECEMBER 841000 0 0 0 364 (1205) 0
31, 2000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
THE HERITAGE COLLECTION LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 16, 1997 (INCEPTION)
THROUGH DECEMBER 31, 2000
CASH FLOWS FROM (TO) OPERATIONS
NET (LOSS) FOR THE PERIOD $(1,205)
TOTAL CASH FLOWS FROM (TO) OPERATIONS (1,205)
CASH FLOWS FROM (TO) INVESTMENT ACTIVITIES 0
CASH FLOWS FROM (TO) FINANCING ACTIVITIES
ISSUANCE OF COMMON STOCK 1,205
TOTAL CASH FLOWS FROM (TO) FINANCING ACTIVITIES 1,205
NET INCREASE (DECREASE IN CASH FOR THE PERIOD 0
CASH BEGINNING OF THE PERIOD 0
CASH END OF THE PERIOD 0
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
THE HERITAGE COLLECTION LTD.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE I B ORGANIZATION AND HISTORY
The Company is a Delaware Corporation and has been in the development stage
since its formation on April 16, 1997.
The Company's only activities have been organizational, directed at acquiring
its principle assets, raising its initial capital and developing its business
plan.
NOTE II - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DEVELOPMENT STAGE ACTIVITIES
The Company has been in the development stage since inception.
ACCOUNTING METHOD
The Company records income and expenses on the accrual method.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, cash on deposit, and highly
liquid investments with maturities generally of three months or less. At
December 31, 2000 there were no cash equivalents.
YEAR END
The Company has elected to have a fiscal year ended December 31st.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that effect the reported amounts of assets and liabilities at the date of
financial statements, as well as revenues and expenses reported for the
periods presented. The Company regularly assesses these estimates and, while
actual results may differ management believes that the estimates are
reasonable.
NOTE III - RELATED PARTY TRANSACTIONS
None
Changes and Disagreements with Accountants on Accounting and Financial
Disclosure
None
PART II - Information Not Required in Prospectus
Indemnification of Officers and Directors
The Articles of Incorporation of Heritage filed as Exhibit 3.1 provide that
it must indemnify its directors and officers to the fullest extent
permitted under Delaware law against all liabilities incurred by reason of
the fact that the person is or was a director or officer of Heritage or a
fiduciary of an employee benefit plan, or is or was serving at the request
of Heritage as a director or officer, or fiduciary of an employee benefit
plan, of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.
The effect of these provisions is potentially to indemnify Heritage
directors and officers from all costs and expenses of liability incurred by
them in connection with any action, suit or proceeding in which they are
involved by reason of their affiliation with Heritage Pursuant to Delaware
law, a corporation may indemnify a director, provided that such indemnity
shall not apply on account of:
(1) acts or omissions of the director finally adjudged to be
intentional misconduct or a knowing violation of law;
(2) unlawful distributions; or
(3) any transaction with respect to which it was finally adjudged that
such director personally received a benefit in money, property, or
services to which the director was not legally entitled.
The Bylaws of Heritage filed as Exhibit 3.2, provide that it will indemnify
its officers and directors for costs and expenses incurred in connection
with the defense of actions, suits, or proceedings against them on account
of their being or having been directors or officers, absent a finding of
negligence or misconduct in office.
Heritage Bylaws also permit it to maintain insurance on behalf of its
officers, directors, employees and agents against any liability asserted
against and incurred by that person whether or not Heritage has the power
to indemnify such person against liability for any of those acts.
Other Expenses of Issuance and Distribution
The amounts set forth are estimates except for the SEC registration fee:
Amount to be Paid
SEC registration fees $ 7.00
Printing and engraving expenses 2,000.00
Attorneys' fees and expenses 8,000.00
Accountants' fees and expenses 1,500.00
Transfer agent's and registrar's fees and expenses 800.00
Miscellaneous 200.00
Total $12,507.00
The Registrant issued 250,000 shares of its common stock to Sandringham
Investments Limited at a deemed price of $0.05 per share in return for
Sandringham supplying all of the expenses above.
Recent Sales of Unregistered Securities
Set forth below is information regarding the issuance and sales of Heritage
securities without registration since its formation. No such sales
involved the use of an underwriter and no commissions were paid in
connection with the sale of any securities.
On April 16, 1997 Heritage issued 500,000 shares of its common stock to its
sole officer and director, Sandy Winick. These shares were issued pursuant
to Section 4 (2) of the Securities Act and were for the expense, time and
effort to incorporate, organize and prepare our initial business plan.
On April 20, 1997 Heritage issued 91,000 shares to three individuals at
$0.005 per share. These shares were issued in reliance on Section 4 (2) of
the Securities Act. These three persons were sophisticated or accredited
investors who had access to the type of information contained in this
registration statement. There was no advertising or public solicitation.
On September 30, 2000 Heritage issued 250,000 shares of its common stock
to Sandringham Investments Limited at a deemed price of $0.05 per share for
the time and expenses incurred including all legal and audit expenses for
the preparation of this Registration Statement.
Exhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Bylaws
4.2 Stock Subscription Agreement
5.1 Opinion re: legality
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)
27 Financial Data Schedule
Undertakings
The Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(a) Include any Prospectus required by section 10(a)(3) of the
Securities Act;
(b) Reflect in the Prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the Registration Statement; and
(c) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the Offering of the securities of the
securities at that time to be the initial bona fide Offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the Offering.
(4) Provide to the Underwriters at the closing specified in the
underwriting agreement certificates in such denominations and
registered in such names as required by the Underwriters to permit
prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities
Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
Signatures
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SB-2 and authorized this
Registration Statement to be signed on its behalf by the undersigned,
thereunto
duly authorized, in the City of Toronto, Ontario Canada, on November 10,
2000.
Heritage
/S/ Sandy Winick
Sandy Winick, President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
Signature Title Date
/S/ Sandy Winick President, Secretary November 10, 2000
Sandy Winick Treasurer and Director
EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
THE HERITAGE COLLECTION LTD.
The undersigned, acting as incorporator, pursuant to
the provisions of the laws of the State of
Colorado relating to private corporations, hereby adopts the
following Articles of Incorporation:
ARTICLE ONE. (NAME)
The name of the corporation is: THE HERITAGE COLLECTION LTD.
The address of the corporation is: 3266 Yonge Street, Suite
1208, Toronto, Ontario M4N 3P6 Canada
ARTICLE TWO. (RESIDENT AGENT) The initial
agent for service of process is: The Company Corporation,
2711 Centerville Road, Suite 400, Wilmington, Delaware
19808.
ARTICLE THREE. (PURPOSES) The purposes for
which the corporation is organized are to engage in any
activity or business not in conflict with the laws of the
State of Colorado or of the United States of America, and
without limiting the generality of the foregoing,
specifically:
(OMNIBUS). To have to exercise all the
powers now or hereafter conferred by the
laws of the State of Colorado upon
corporations organized pursuant to the
laws under which the corporation is
organized and any and all acts
amendatory thereof and supplemental
thereto.
II. (CARRYING ON BUSINESS OUTSIDE STATE).
To conduct and carry on its business or
any branch thereof in any state or
territory of the United States or in any
foreign country in conformity with the
laws of such state, territory, or
foreign country, and to have and
maintain in any state, territory, or
foreign country a business office,
plant, store or other facility.
III. (PURPOSES TO BE CONSTRUED AS POWERS).
The purposes specified herein shall be
construed both as purposes and powers
and shall be in no wise limited or
restricted by reference to, or inference
from, the terms of any other clause in
this or any other article, but the
purposes and powers specified in each of
the clauses herein shall be regarded as
independent purposes and powers, and the
enumeration of specific purposes and
powers shall not be construed to limit
or restrict in any manner the meaning of
general terms or of the general powers
of the corporation; nor shall the
expression of one thing be deemed to
exclude another, although it be of like
nature not expressed.
ARTICLE FOUR. (CAPITAL STOCK) The corporation
shall have authority to issue an aggregate of ONE
HUNDRED AND TEN MILLION (110,000,000) shares of stock,
par value ONE MILL ($0.001) per share divided into two
(2) classes of stock as follows for a total
capitalization of ONE HUNDRED AND TEN THOUSAND DOLLARS
($110,000).
(1) NON-ASSESSABLE COMMON STOCK: FIFTY MILLION (50,000,000)
shares of Common stock, Par Value ONE MILL ($0.001) per
share, and
(2) PREFERRED STOCK: TWENTY MILLION (20,000,000) shares of
Preferred stock, Par Value ONE MILL ($0.001) per share.
All capital stock when issued shall be fully paid and
non-assessable. No holder of shares of capital stock of the
corporation shall be entitled as such to any pre-emptive or
preferential rights to subscribe to any unissued stock, or
any other securities, which the corporation may now or
hereafter be authorized to issue.
The corporation's capital stock may be issued and sold
from time to time for such consideration as may be fixed by
the Board of Directors, provided that the consideration so
fixed is not less than par value.
Holders of the corporation's Common Stock shall not
possess cumulative voting rights at any shareholders
meetings called for the purpose of electing a Board of
Directors or on other matters brought
before stockholders meetings, whether they be annual or
special.
ARTICLE FIVE. (DIRECTORS). The affairs of
the corporation shall be governed by a Board of Directors of
not more than fifteen (15) nor less than one (1) person.
The name and address of the first Board of Directors is:
NAME ADDRESS
Inge L. E. Kerster 404 Scott Point Drive
Salt Spring Island, BC V8K 2R2
Canada
ARTICLE SIX. (ASSESSMENT OF STOCK). The capital
stock of the corporation, after the amount of the
subscription price or par value has been paid in, shall not
be subject to pay debts of the corporation, and no paid up
stock and no stock issued as fully paid up shall ever be
assessable or assessed.
ARTICLE SEVEN. (INCORPORATOR). The name and
address of the incorporator of the corporation is as
follows:
NAME ADDRESS
Rebecca M.E. Kerster 404 Scott PointDrive
Salt Spring Island, BC V8K 2R2
Canada
ARTICLE EIGHT. (PERIOD OF EXISTENCE). The period
of existence of the Corporation shall be perpetual.
ARTICLE NINE. (BY-LAWS) Its Board of Directors
shall adopt the initial By-laws of the corporation. The
power to alter, amend, or repeal the By-laws, or to adopt
new By-laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-
laws.
ARTICLE TEN. (STOCKHOLDERS' MEETINGS). Meetings
of stockholders shall be held at such place within or
without the State of Colorado as may be provided by the By-
laws of the corporation. The President or any other
executive officer of the corporation, the Board of
Directors, or any member may call special meetings of the
stockholders thereof, or by the record holder or holders of
at least ten percent (10%) of all shares entitled to vote at
the meeting. Any action otherwise required to be taken at a
meeting of the stockholders, except election of directors,
may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by
stockholders having at least a majority of the voting power.
ARTICLE ELEVEN. (CONTRACTS OF CORPORATION) No
contract or other transaction between the corporation and
any other corporation, whether or not a majority of the
shares of the capital stock of such other corporation is
owned by this corporation, and no act of this corporation
shall be any way be affected or invalidated by the fact that
any of the directors of this corporation are pecuniarily or
otherwise interested in, or are directors or officers of
such other corporation. Any director of this corporation,
individually, or any firm of which such director may be a
member, may be a party to, or may be pecuniarily or
otherwise interested in any contract or transaction of the
corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have
been known to the Board of Directors of this corporation, or
a majority thereof; and any director of this corporation who
is also a director or officer of such other corporation, or
who is so interested, may e counted in determining the
existence of a quorum at any meeting of the Board of
Directors of this corporation that shall authorize such
contract or transaction, and may vote thereat to authorize
such contract or transaction, with like force and effect as
if he were no such director or officer of such other
corporation or not so interested.
ARTICLE TWELVE. (LIABILITY OF DIRECTORS AND
OFFICERS) No director or officer shall have any personal
liability to the corporation or its stockholders for damages
for breach of fiduciary duty as a director or officer,
except that this Article Twelve shall not eliminate or limit
the liability of a director or officer for (I) acts or
omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) the payment of dividends
in violation of the Colorado Revised Statutes.
IN WITNESS WHEREOF. The undersigned incorporator
has hereunto affixed his/her signature at Denver, Colorado,
this 29th day of February, 2000.
Sandy Winick, Secretary
EXHIBIT 3.2
BYLAWS
OF
THE HERITAGE COLLECTION LTD.
(a Delaware corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK.
Certificates representing stock in the corporation shall be
signed by, or in the name of, the corporation by the
Chairperson or Vice-Chairperson of the Board of Directors,
if any, or by the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In
case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if
such person were such officer, transfer agent, or registrar
at the date of issue.
Whenever the corporation shall be authorized to issue more than
one class of stock or more than one series of any class of
stock and whenever the corporation shall issue any shares of
its stock as partly paid stock, the certificates
representing shares of any such class or series or of any
such partly paid stock shall set forth thereon the
statements prescribed by the General Corporation Law. Any
restrictions on the transfer or registration of transfer of
any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate
theretofore issued by it, alleged to have been lost, stolen,
or destroyed, and the Board of Directors may require the
owner of the lost, stolen,, or destroyed certificate, or
such owner's legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any
claim that may be made against it on account of the alleged
loss, theft, or destruction of any such certificate or the
issuance of any such new certificate or uncertificated
shares.
2. UNCERTIFICATED SHARES.
Subject to any conditions imposed by the General Corporation Law,
the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of or all
classes of series of the stock of the corporation 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 fall share upon the surrender of such
scrip or warrants aggregating a full share, A certificate
for a fractional share or an uncertificated fractional share
shall, but scrip or warrants shall not unless otherwise
provided therein, entitle the holder to exercise voting
rights to receive dividends thereon, and to participate in
any of the assets of the corporation in the event of
liquidation. The Board of Directors may cause scrip or
warrants to be issued subject to the conditions that they
shall become void if not exchanged for certificates
representing the full shares or uncertificated full shares
before a specified date, or subject to the conditions that
the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject
to any other conditions which the Board of Directors may
impose.
4. STOCK TRANSFERS.
Upon compliance with provisions restricting the transfer or
registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation
shall be made only on the stock ledger of the corporation by the
registered holder thereof, or by the registered holder's attorney
thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation or with a transfer agent or
a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for
such shares of stock properly endorsed and the payment of all
taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS.
In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than
sixty nor less than ten days before the date of such meeting. If
no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting. In
order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
Directors, and
which date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed
by the Board of Directors, the record date for determining
the stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board
of Directors is required by the General Corporation Law,
shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its 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 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 thereunto proscribed
by the General Corporation Law. Except as otherwise provided
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
such stockholder's record address or at such other address
which such stockholder may have finished 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 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 such stockholder 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 Chairperson of the Board, if any, the
Vice-Chairperson of the Board, if any, the President, a Vice-
President, or, if none of the foregoing is in office and
present and acting, by a chairperson to be chosen by the
stockholders. The Secretary of the corporation, or in such
Secretary's absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor
an Assistant Secretary is present the chairperson of the
meeting shall appoint a secretary of the meeting.
PROXY REPRESENTATION.
Every stockholder may authorize another person or persons to
act for such stockholder 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 such
stockholder's 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
duties of inspector, shall take and sign an oath faithfully
to execute the duties of inspector at such meeting with
strict impartiality and according to the best of such
inspector's ability. The inspectors, if any, shall determine
the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the
meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots, or consents,
hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all
votes, ballots, or consents, determine the result, and do
such acts as is proper to conduct the election or vote with
fairness to all stockholders. On request of the
person presiding at the meeting, the inspector or
inspectors, if any, shall make a report in writing of any
challenge, question, or matter determined by such inspector
or inspectors and execute a certificate of any fact found by
such inspector or inspectors. Except as may otherwise be
required by subsection (e) of Section 231 of the General
Corporation Law, the provisions of that Section shall not
apply to the corporation.
QUORUM.
The holders of a majority of the outstanding shares of stock
shall constitute a quorum at a meeting of stockholders for
the transaction of any business. The stockholders present
may adjourn the meeting despite the absence of a quorum.
VOTING.
Each share of stock shall entitle the holder thereof to one
vote. Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at
the meeting and entitled to vote on the election of
directors. Any other action shall be authorized by a
majority of the votes cast except where the General
Corporation Law prescribes a different percentage of votes
and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the
certificate of incorporation and these Bylaws. In the
election of directors, and for any other action, voting need
not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS.
Except as any provision of the General Corporation Law may
otherwise require, any action required by the General
Corporation Law to be taken at any annual or special meeting
of stockholders, or any action which may be taken at any
annual or special meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote,
if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented
in writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General
Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION.
The business and affairs of the corporation shall be managed
by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority
to fix the compensation of the members thereof. The use of
the phrase "whole board" herein refers to the total number
of directors, which the corporation would have if there were
no vacancies.
2. QUALIFICATIONS AND NUMBER.
A director need not be a stockholder, a citizen of the
United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of three persons.
Thereafter the number of directors constituting the whole
board shall be at least one. Subject to the foregoing
limitation and except for the first Board of Directors, such
number may be fixed from time to time by action of the
stockholders or of the directors, or, if the number is not
fixed, the number shall be . The number of directors may be
increased or decreased by action of the stockholders or of
the directors.
3. ELECTION AND TERM.
The first Board of Directors, unless the members thereof
shall have been named in the certificate of incorporation,
shall be elected by the incorporator or incorporators and
shall hold office until the first annual meeting of
stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any
director may resign at any time upon 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 and until their successors are
elected and qualified or until their earlier resignation or
removal. Except as the General Corporation Law may otherwise
require, in the interim between annual meethags of
stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one
or more directors and for the filling of any vacancy in that
connection, newly created directorships and any vacancies in
the Board of Directors, including unfilled vacancies
resulting from the removal of directors for cause or without
cause, may be filled by the vote of a majority of the
remaining directors then in office, although less than a
quorum, or by the sole remaining director.
4. MEETINGS.
TIME.
Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall
be held as soon after its election as the directors may
conveniently assemble.
PLACE.
Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.
CALL.
No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be
called by or at the direction of the Chairperson of the
Board, if any, the Vice-Chairperson of the Board, if any, of
the President, or of a majority of the directors in office.
NOTICE OR 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 such
director or member 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 such person
attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or
convened, Neither the business to transacted at, nor the
purpose of, any regular or special meeting of the directors
need be specified in any written waiver of notice.
QUORUM AND ACTION.
A majority of the whole Board shall constitute a quorum
except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall
constitute a quorum, provided that such majority shall
constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place.
Except as herein otherwise provided, and except as otherwise
provided by the General Corporation Law, the vote of the
majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board. The quorum
and voting provisions herein stated shall not be construed
as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of
directors held to fill vacancies and newly created
directorships in the Board or action of disinterested
directors.
- Any member or members of the Board of Directors or of
any committee designated by the Board, may participate
in a meeting of the Board, or any such committee, as
the case may be, by means of conference telephone or
similar communications equipment by means of which all
persons participating in the meeting can hear each
other.
The Chairperson of the Board, if any and if present and
acting, shall preside at all meetings- Otherwise, the
Vice-Chairperson of the Board, if any and if present
and acting, or the President, if present and acting, or
any off= director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS.
Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of
Directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at
an election of directors.
6. COMMITTEES.
The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of
the corporation, The Board may designate one or more
directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any
member of any such committee or committees, the member or
members thereof present at any meeting and not disqualified
from voting whether or not such member or members constitute
a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to
the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the
Board of Directors in the management of the business and
affairs of the corporation with the exception of any power
or authority the delegation of which is prohibited by
Section 141 of the General Corporation Law, and may
authorize the seal of the corporation to be affixed to all
papers which may require it.
7. WRITTEN ACTION.
Any action required or permitted to be taken at any meeting
of the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing,
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 Chairperson of the Board, a Vice-Chairperson of
the Board, an Executive Vice-President, one or more other
Vice-Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers with such
titles as the resolution of the Board of Directors choosing
them shall designate. Except as may otherwise be provided in
the resolution of the Board of Directors choosing such
officer, no officer other than the Chairperson or Vice-
Chairperson of the Board, if any, need be a director. Any
number of offices may be held by the, same person, as the
directors may determine.
Unless otherwise provided in the resolution choosing such
officer, each officer shall be chosen for a term which shall
continue until the meeting of the Board of Directors
following, the next annual meeting of stockholders and until
such officer's successor shall have been chosen and
qualified.
All officers of the corporation shall have such authority
and perform such duties in the management and operation of
the corporation as shall be prescribed in the resolutions of
the Board of Directors designating and choosing such
officers and describing their authority and duties, and
shall have such additional authority and duties as are
incident to their office except to the extent that such
resolutions may be inconsistent therewith. The Secretary or
an Assistant Secretary of the corporation shall record all
of the proceedings of all meetings and actions in writing of
stockholders, directors, and committees of directors, and
shall exercise such additional authority and perform such
additional duties as the Board shall assign to such
Secretary or Assistant Secretary. Any officer may be
removed, with or without cause, by the Board of Directors.
Any vacancy in any office may be filled by the Board of
Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of
Directors shall prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall
be subject to change,
by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of
'incorporation and the provisions of the General Corporation
Law, the power to amend, alter, or repeal these Bylaws and
to adopt new Bylaws may be exercised by the Board of
Directors or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and
correct copy of the Bylaws of THE HERITAGE COLLECTION LTD.,a
Delaware Corporation, as in effect on
the date hereof.
Dated: April 11, 1997
Secretary of THE HERITAGE COLLECTION LTD.
/S/ _____________________________
(SEAL)