SEC 1396 (6-00)
FORM 10
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549.
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g)
of The Securities Exchange Act of 1934
Registrant: B.S. FUNDING INC.
A Delaware Corporation
IRS Employer Identification
No.
Applied for.
Address:
494 Adelaide Street, Woodstock ,
Ontario Canada N4S 4B4
Registrant's Telephone
Number:
519 539 2391
Securities to be registered
pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
COMMON SHARES OTC Bulletin board
CONTENTS
Part I 2
Item 1. Description of Business 2
Item 2. Management's Discussion and Analysis
or Plan of Operation 3
Item 3. Description of Property 4
Item 4. Security Ownership of Management and
Certain Security Holders 4
Item 5. Directors, Executives, Officers and
Significant Employees 5
Item 6. Executive Compensation 6
Item 7. Certain Relationships and Related
Transactions 6
Part II 6
Item 8. Legal Proceedings 6
Item 9. Market for Common Equity and Related
Stockholder Matters 6
Item 10. Recent Sales of Unregistered
Securities 7
Item 11. Description of Securities 8
Item 12. Indemnification of Directors and
Officers 9
Part F/S 10
Item 13. Financial Statements 10
Item 14. Changes in and Disagreements With
Accountants on Accounting and
Financial Disclosure 48
Part III
48
Item 15. Financial Statements and Exhibits 48
Item 16. Index to Exhibits 48
Item 17. Description of Exhibits 49
PART 1
Item 1. Business.
B.S. Funding Inc. was incorporated under the laws of Delaware
on March twenty-third of nineteen hundred ninety-nine with the intent to
examine the need for, then develop, and market a senior citizens
retirement home. The Company was initially formed to acquire a ten
percent interest in a company that owns and operates a forty-six
thousand square foot building in Woodstock Ontario Canada. The address
of the building is 493 Dundas Street, Woodstock, Ontario, Canada. B.S.
Funding Inc. now owns forty percent of the company that owns the
building. The company has invested quite some time researching the
feasibility of a Senior Citizen complex at this site. An independent
feasibility study has been successfully completed to find the need for
such a project. It was determined that affordable Senior Citizen Housing
would be a successful venture at this location. All regulatory agencies
have approved the site for re-development.
As part of the feasibility study an independent, bank approved,
evaluation firm researched and confirmed the need for affordable
retirement living in the Downtown Woodstock Corridor. An engineering
report was conducted to derive the building's structural integrity. The
report concluded favorably .All by-law and zoning laws conform to the
site's desired development. An architectural engineer was commissioned
to draft the blueprints for the site. A bank has expressed an interest
in the project and has provided a first mortgage on the building to
initiate the build-out.
Item2. Plan
B.S. Funding Inc. is uniquely poised to capture a sizeable share of the
available market of affordable, convenient housing for senior citizens.
It has been surveyed that downtown Woodstock is in need of at least 60
units to house seniors. There is currently none.
B.S. Funding Inc. plans to redevelop the building it has an interest in
to accommodate the discussed need for housing.
Because the site has already been approved structurally and it already
conforms from all zoning respects, and architectural plans are already
drawn up, the business that B.S. Funding Inc. needs to accomplish is
that of financing and the actual development, and then market it.
B.S. Funding Inc. therefore offered its shares for sale to a limited
number of people for seed capital. The Company then intends to seek
either debt or equity financing or both to complete the project.
The Company will then tender bids to contractors to build the project.
This will be done on a sub-contractor basis with the Company overseeing
the entire project. All contractors will be placed on a performance
guarantee to ensure a timely build, emphasizing quality.
The Company will then offer the units for rent to the seniors of the
area. It is anticipated that vacancies will not be a major problem in
the near term after completion of the build out.
The Company then intends to repeat the business plan at other locations
in Florida, California and Arizona. All locations where affordable
senior housing is needed.
BREAK EVEN POINT
If the project were to spend $1,250,000.00 to complete itself and
therefore have to carry additional debt service of $ 11,250.00/ month
and additional expenses of 15% of revenues, the project's projected
break even point would be 18 units rented of the 40 units it could
build. Management believes the break-even point to be easily attained.
As of December 31, 2001, Management has accomplished many of its
goals. In May of 1999, the Company secured a first mortgage for
$300,000.00 to begin the build-out. The Company then acquired cash and
inventory worth more than $200,000 from the Secretary John Schell. These
monies will be spent to initiate the build-out. As a result of this, the
building has begun its first twenty-five units. It is anticipated to
have the first twenty-five units done in October of 2002. The second
phase should be completed by the winter of 2002. Management has
commitments currently in place to finish the project.
B.S. Funding Inc. is a two- fold company. Initially, it is a
redevelopment company, formed to convert inexpensive buildings into more
valuable senior citizen homes. The Company's business will then be that
of marketing company. The Company plans to redevelop other properties at
other locations throughout North America. The Company ultimately derives
revenue from rental leases, services provided to its tenants (value
added servicing for its elderly residents, such as shuttle services,
nursing care.) and property appreciation. As additional buildings are
developed the Company intends to replicate itself, expanding its revenue
and equity basis.
The Company has no revenues generated to date. The Company is
currently in its developmental stages and should be considered highly
speculative. There are no comparative revenues. The Company suffers
losses on its financial statements. B.S. Funding Inc. has secured
mortgages; cash and commitments from institutions and private investors
which management believes will be sufficient to complete the project.
The Company will still have to market and rent the units it is building
for any revenue and potential profits. This Company is therefore a high-
risk investment and should only be considered for a long term,
speculative investment. See the attached financials in item 13. Of this
report. Management is not aware of anything ongoing that might prevent
completion of the project. The Company has in place sufficient cash and
assets to continue operations through 2003. Management believes it will
need revenue or capital infusion for the long-term survival of the
Company.
On March 28, 1999, the Company completed an offering for 500,000
authorized shares of common stock to thirty-four unaffiliated investors.
This offering was made in reliance upon an exemption from the
registration provisions of section 4(2) of the Securities Act of 1933
(the Act), as amended, pursuant to Regulation D, Rule 504 of the Act. On
that same Day 1,500,000 shares were issued to the President in exchange
for ten percent of the outstanding common stock of 1192403 Ontario Inc.
In March 2001, the Company acquired an additional thirty percent of
1192403 Ontario Inc. for the issuance of 257 shares of the common
restricted shares of B.S. Funding Inc. In December of 2001, the Company
sold 862 restricted common shares for appliances to furnish the units.
This equated to a $100.00US per share purchase. At the same time the
Company sold 835 restricted common shares of its authorized stock for
83,500US. Again a sale equating to $100.00 per share.
As of the Date of this Registration the Company has 2,001,954
shares outstanding, with an authorized capital of 25,000,000 common
shares at a par value of 0.0001. There are thirty-four shareholders as
of the registration date.
Item 3. Properties.
The Company currently occupies a space
onsite at it Woodstock building. The address for the Company is 494
Adelaide Street, Woodstock Ontario, Canada N4S 4B4. The Company
occupies approximately one thousand square feet of space on a
month-to-month basis at this location. The Company owns forty
percent of a company that owns a forty-six thousand square foot
building in Woodstock, Ontario,Canada.
Management of the Company does not currently have policies
regarding the acquisition or sale of assets
primarily for possible capital gain or primarily for income.
Item 4. Security Ownership of Management and
Certain Security Holders.
Mary K. Schell, President and Director,owns one million
five hundred thousand shares. This represents approximately
seventy-four percent of the total outstanding shares.
John Schell, Secretary and Director,owns one thousand
nine hundred fifty-four shares. This represents
approximately one percent of the total outstanding shares.
All Officers and Directors as a whole own approximately
75% of the common voting, outstanding shares of the Company.
Persons sharing Ownership or control of Shares.
No persons other than Mary K. Schell owns or controls the
power to vote more than 10% or more of the Company's securities.
Non-Voting Securities and Principal Holders Thereof.
The Company has not issued any non-voting securities.
Options, Warrants and Rights
There are no options,warrants or rights to purchase
securities of the Company.
Parents of the Issuer
Under the definition of parent, as including any person
or business entity who controls substantially all (more than 80%)
of the issuer's common stock, the Company has no parents.
Item 5. Directors, Executives, Officers and
SignificantEmployees.
Mary K. Schell: President and Director age 59
John Schell: Secretary and Director age 64
Management
Mary K. Schell - Mrs. Schell, the President and Director, holds a degree
in Nursing. In addition to her nursing, Mary Kay is well known for her
volunteer work with senior citizens. Mary K. has been a nurse for the
Woodstock General Hospital since 1962. Mrs. Schell has been pursuing a
senior citizens retirement facility for four years.
Mr. John Schell - John Schell, Secretary and Treasurer, has completed
his B.A. in Agricultural Science. John has been a successful businessman
in the community for decades. Mr. Schell was the CEO of Oxford Sand and
Gravel, well-known gravel, aggregate and asphalt refinery in Oxford
County. Mr. Schell also held the position of Vice- President of Hillview
Farms, a company now called Nugro, publicly traded and owned largely by
CIL Industries. John is Husband to the President, Mary K. Schell. John
is also active in the home meal delivery for senior citizens.
Family Relationships
The President and Director Mary K. Schell, is the wife of the Secretary
and Director John Shell.
V. Kimberly Shell-Micoli is the daughter of John and Mary K. Kim is a
minor shareholder.
Robert Micoli is son in law to Mary K. Schell and John Schell.
There are no other Relationships between Officers, Directors and their
shareholders
Involvement on Certain Material Legal Proceedings
During the last Five Years
No current or pending litigation, and no claims or counterclaims
involving the Company as a plaintiff or defendant exist.
No Director, Officer, significant employee or consultant has been
convicted in a criminal proceeding.
No Director, Officer, significant employee or consultant has been
permanently or temporarily enjoined, barred, suspended or otherwise
limited from involvement in any type of business, securities or banking
activities.
No Director, Officer, or significant employee has been convicted of
violating a federal or state securities or commodities law.
Item 6. Executive
Compensation
There is currently no executive compensation offered.
Item 7. Certain Relationships and Related Transactions.
In March of 2001, the Secretary, John Schell received 257 shares of
common stock in B.S. Funding Inc. for his thirty percent ownership in
1192403 Ontario Inc.
In December 2001 the Secretary, John Schell, gave eighty-six
thousand two hundred US dollars for the acquisition of appliances for
the project. The Company issued John Schell eight hundred sixty-two
restricted common shares for that transaction. This equates to a share
purchase of one hundred dollars per share.
In December of 2001, John Schell, the Secretary also injected
eighty-three thousand five hundred US dollars cash to aid the Company's
build-out of the Senior's complex. Mr. Schell was issued eight hundred
thirty-five shares of restricted common shares. This stock sale was one
hundred dollars per share.
PART II
Item 8. Legal Proceedings
The Company has no knowledge of any legal proceedings either past,
current, anticipated or forthcoming.
Item 9. Market Price of and Dividends on the
Registrants Common Equity and
Related Stockholder Matters.
Not Applicable. The Company is not currently being quoted on an
exchange. The Company is listed OTC on the pink sheets and such over-the-
counter market quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent
actual transactions. There is an absence of an established public
trading market of this security and therefore an accurate reference to
quotations is currently difficult to determine.
There is currently no common stock that is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.
There is currently no common stock of the Company which could be sold
under rule 144 under the Securities Act of 1933 as amended except that
of Mary K. Schell, the President, which could amount to a significant
sale. Under rule 144 Mary K. Schell would be entitled to register
1,500,000 shares under a restricted sales volume outlined pursuant to
Rule 144. The Registrant has not agreed to register any shares for sale
by security holders and Mary K. Schell has not asked to register those
shares.
There is currently no common equity that is being, or, is proposed
to be publicly offered by the registrant, the offering of which could
have a material effect on the market price of the issuer's common equity.
Stockholders
As of March 31, 2002 there were thirty-four shareholders of
record.
Dividend Policy
The Company has not paid dividends to date, nor does it anticipate
paying dividends in the foreseeable future. The Board of Directors may
review its dividend policy and determine the feasibility of dividends as
it sees fit in the future.
Reports to Shareholders
The Company intends to furnish its shareholders with annual
reports containing audited financial statements and such other periodic
reports as the Company may determine to be appropriate or as may be
required by law.
Upon the effectiveness of this Registration Statement, the Company
will be required to comply with periodic reporting, proxy solicitation
and certain other requirements by the Securities and Exchange Act of
1934.
Transfer Agent
The Company's Transfer Agent is Interwest Transfer Co., 1981 East
Murray Road Suite 100, Salt Lake City, Utah 84117.
Telephone ( 801) 272-9294.
Item 10. Recent Sale of Unregistered Securities.
On March 28, 1999, the Company completed a public offering of
shares of common stock of the company pursuant to Regulation D,
Rule 504 of the Securities Act of 1933, as amended, whereby it
sold 500,000 shares of the common stock to 32 unaffiliated
shareholders. The Company then filed a Form D with the Securities
and Exchange Commission on or about April 14, 1999. As of March
31, 2002 there are 34 shareholders of record hold 2,001,954
common shares issued and outstanding.
Item 11. Description of Securities to be Registered.
The Registrants Securities to be registered are common shares.
Description and Rights of Common Shareholders
Dividend Rights- The holders of outstanding shares of common
stock are entitled to receive dividends out of assets legally available
therefore at such times and in such amounts as the board of directors of
the Company may from time to time determine.
Voting Rights - Each holder of the Company's stock are
entitled to one vote for each share held of record on all matters
submitted to the vote of stockholders, including the election of
directors. All voting is non-cumulative, which means that the holder of
fifty percent of the voting shares for the election of the directors can
elect all the directors. The board of directors may issue shares for
consideration of previously authorized but unissued common stock without
future stockholder action.
Liquidation Rights - Upon liquidation, the holder of the
common stock are entitled to receive pro rata all of the assets of the
Company available for distribution to such holders.
Preemptive Rights - Holders of common stock are not entitled
to preemptive rights.
Conversion Rights - No shares of common stock are currently
subject to outstanding options, warrants, or other convertible
securities.
Redemptive Rights - No redemptive rights exist for shares of
common stock.
Sinking Fund Provisions - No sinking fund provisions exist.
Further Liability For Calls - No common shares are subject to
further call or assessment by the issuer. The Company has not issued
stock options as of the date of this Registration Statement.
Potential Liabilities of Common Stockholders to State and
Local Authorities - No material potential liabilities are anticipated to
be imposed on stockholders under state statute. Certain Delaware
regulations, however, require regulation of beneficial owners of more
than 5% of the voting securities. Stockholders that fall into this
category, therefore, may be subject to fines in circumstances where non-
compliance with these regulations is established.
Debt Securities - The Company is not registering any debt
securities, nor is there any outstanding.
Other Securities To Be Registered - The Company is not
registering any security other than its common stock.
The issuer has an authorized capitalization of
twenty-five million shares at a par value of $ 0.0001
The issuer has two million one thousand and nine hundred
fifty-four common shares issued and outstanding as of July 30, 2002.
The common shares currently trade over the
counter on the pink sheets.
Item 12. Indemnification of
Directors and Officers.
No Director of the Corporation shall have personal liability to
the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director, provided that this
provision shall not eliminate or limit the liability of a director
(a) for any breach of the director's duty or loyalty to the
corporation or its stockholders (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the Delaware
Corporation Law, or (d) for any transaction from which the
director derived an improper personal benefit.
Item 13. Financial Statements and Supplementary Data.
BS FUNDING INC.
(Incorporated under the laws of the State of Delaware)
FINANCIAL STATEMENTS
MARCH 31, 1999
Thomson, Fisher & Bossy
Chartered Accountants 333 Dufferin Avenue
London, Ontario N6B 1Z3
(519) 679-2080 Fax (519) 439-4714
John M. Thomson, C.A.
52 Ridout Street, West
Stan J. Fisher, C.A. Tillsonburg, Ontario N4G 2E3
(519) 842-4263 Fax (519) 842-5241
Michael R. Bossy, C.A.
47 Perry Street
R. Brock MacAlpine, C.A. Woodstock, Ontario N4S 3C4
(519) 537-2371 Fax (519) 539-9962
Rick E. Hamilton, C.A.
197 Main Street
Parkhill, Ontario N0M 2K0
(519) 294-0340
5 Albert Street
Langton, Ontario N0E 1G0
(519) 875-1111
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of BS Funding Inc.:
We have audited the balance sheet of BS Funding Inc. as at March
31, 1999 and the statements of loss and accumulated deficit and
shareholders' equity and cash flows for the 8-day period then
ended. (note 1) These financial statements are the responsibility
of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform an audit to obtained reasonable assurance 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.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of BS Funding Inc. as at
March 31, 1999 and the results of its operations for the 8-day
period then ended in accordance with generally accepted accounting
principles.
Woodstock, Canada Thomson, Fischer, Bossy
June 28, 1999 Chartered Accountants
STATEMENT 1
BS FUNDING INC.
(Incorporated under the laws
of the State of Delaware)
BALANCE SHEET
MARCH 31, 1999
(note 1)
1999
(note 2)
ASSETS
Current:
Bank $5,000
Investment in 1192403 Ontario Inc. (note 3) 8,810
Incorporation costs 100
$13,910
LIABILITIES AND SHAREHOLDERS' EQUITY
Current:
Accounts payable and accrued charges $1,079
Shareholder's equity:
Share capital -
Authorized:
25,000,000 common shares with
par value of $0.0001
Issued and outstanding:
2,000,000 common shares 200
Additional paid in capital 13,610
Accumulated deficit (statement 3) (979)
12,831
$13,910
STATEMENT 2
BS FUNDING INC.
STATEMENT OF OPERATIONS
FOR THE 8 DAY PERIOD ENDED MARCH 31, 1999
(note 1)
1999
(note 2)
Interest income $1
Expenses:
Accounting 979
Bank charges and interest 1
980
Net loss for the period $(979)
Loss per share assuming dilution $ 0.00
Weighted average shares outstanding 2,000,000
STATEMENT 3
BS FUNDING INC.
STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
FOR THE 8 DAY PERIOD
ENDED MARCH 31, 1999
(note 1)
Additional
Common Stock Paid in Accumulated
Shareholders'
Shares Amount Capital Deficit Equity
Balance,
March 23, 1999 - $ - $ - $ - $ -
Common stock
issued 500,000 50 4,950 - 5,000
Common stock
issued for
investment in
1192403 Ontario
Inc. valued at
$0.00594
per share 1,500,000 150 8,660 - 8,810
Net loss for the
period (statement 2) - - - (979) (979)
Deficit,
March 31,
1999 2,000,000 $200 $13,610 $(979) $12,831
STATEMENT 4
BS FUNDING INC.
STATEMENT OF CASH FLOWS
FOR THE 8 DAY PERIOD ENDED MARCH 31, 1999
(note 1)
1999
(note 2)
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss (statement 2) $(979)
Changes in assets
and liabilities:
Accounts payable
and accrued charges 1,079
Cash provided by operating activities 100
CASH FLOWS FROM
INVESTING ACTIVITIES:
Incorporation costs (100)
Cash utilized in investing activities (100)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of common shares 5,000
Cash provided by financing activities 5,000
Increase in cash 5,000
Cash, beginning -
Cash, ending $5,000
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Common stock issued for investment
in 1192403 Ontario Inc. $8,810
BS FUNDING INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 1999
1. ORGANIZATION AND ACCOUNTING
POLICIES INCORPORATION
BS Funding Inc. was incorporated March 23, 1999 in the state of
Delaware. Effective March 28, 1999, a share offering was
accepted issuing 500,000 common shares at $0.01 per share, to
various shareholders. Additionally on that date, 1,500,000
common shares were issued in exchange for 10% of the
outstanding common stock of 1192403 Ontario Inc.
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and
liabilities and reported amounts of revenues and expenses.
Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The company considers all investments with a maturity of three
months or less to be cash equivalents.
EARNINGS PER SHARE
Earnings per share is provided in accordance with Accounting
Principles Board Opinion No. 15 (APB No. 15), "Earnings Per
Share". Due to the Company's simple capital structure, only
one earnings per share calculation is presented. Earnings per
share is computed by dividing income available to common
shareholders by the weighted average number of common shares
outstanding during the period.
2. CURRENCY
These financial statements are presented in American dollars.
3. INVESTMENT IN 1192403 ONTARIO INC.
During the period, the company acquired 10% of the outstanding shares of
1192403 Ontario Inc. which carries on a commercial real estate rental
business. The remaining 90% of the shares are closely held and
accordingly, BS Funding Inc. can not control the operations of 1192403
Ontario Inc. The investment is being accounted for utilizing the cost
method.
BS FUNDING INC.
(Incorporated under the laws
of the State of Delaware)
FINANCIAL STATEMENTS
MARCH 31, 2000
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and
Stockholders of BS Funding Inc.:
I have audited the balance sheetof BS Funding Inc.
as at March 31, 2000 and March 31, 1999
and the statements of loss and accumulated
deficit and shareholders' equityand cash flows
for the year and 8day period then ended. (note 1)
These financial statements are the responsibility
of the company'smanagement. My responsibility is
to express an opinion on thesefinancial statements
based on my audit.
I conduct my audits in accordance with generally
accepted auditingstandards. Those standards
require that I plan and perform my auditsto
obtained reasonable assurancewhether the
financial statementsare 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.
In my opinion, these financialstatements present
fairly, in allmaterial respects, the financial
position of BS Funding Inc. as atMarch 31, 2000
and March 31, 1999 andthe results of its operations
for theyear and 8 day period then ended in
accordance with generally accepted
accounting principles.
Woodstock, Canada R. Brock MacAlpine
January 10, 2001 Chartered Accountant
STATEMENT 1
BS FUNDING INC.
(Incorporated under the laws
of the State of Delaware)
BALANCE SHEETS
MARCH 31, 2000
(with comparative amounts for
March 31, 1999)
(note 2)
2000 1999
ASSETS
Current assets
Cash - $5,000
Other assets
Investment in 1192403
Ontario Inc. (note 3) 8,810 8,810
Incorporation costs 90 100
less accumulated 8910 8910
amortization 8900 13910
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable
and accrued charges $1,156 1,079
Shareholders' equity:
Common stock -
Authorized:
25,000,000 common
shareswith par value
of $0.0001 Issued
and outstanding:
2,000,000 shares 200 200
Additional paid
in capital 13,610 13,610
Accumulated deficit
(statement 3) (6,066) (979)
7,744 12,831
$8,900$ 13,910
STATEMENT 2
BS FUNDING INC.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2000
(with comparative amounts for the
8 day period ended March 31,1999)
(note 2)
2000 1999
Interest income $1 $1
Expenses:
Accounting 1,000 979
Amortization 10 -
Bank charges
and interest - 1
Consulting 477 -
Rent 3,600 -
5,087 980
Net loss for
the period $ (5,087) $ (979)
Loss per share
assuming
Dilution $0.00 $0.00
Weighted average
shares outstanding 2,000,000 2,000,000
STATEMENT 3
BS FUNDING INC.
STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED MARCH 31, 2000
(with comparative amounts for the
8 day period ended March 31, 1999)
(note 2)
Additional Total
Common Stock Paid in Accum- share-
Ulated holders'
Shares Amount Capital Deficit Equity
Balance,
March
23, 1999 - $- $- $- $-
Common
stock
Issued 500,000 50 4,950 - 5,000
Common stock
issued for
investment in
1192403
Ontario
Inc. valued
at $0.01
per share 1,500,000 150 8,660 - 8,810
Net loss
for the
period
(statement2) - - - (979) (979)
Deficit
,March 31,
1999 2,000,000 200 13,610 (979) 12,831
Net loss
for the
year
(statement 2) - - - (5,087) (5,087)
Deficit,
March
31, 2000 2,000,000 $200 $13,610 $(6,066) $7,744
STATEMENT 4
BS FUNDING INC.
=STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 2000
(with comparative amounts for the
8 day period ended March 31, 1999)
(note 2)
2000 1999
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss (statement 2) $(5,087) $(979)
Amortization 10 -
Changes in assets
and liabilities:
Accounts payable
and accrued charges 77 1,079
Cash provided by
operating activities (5,000) 100
CASH FLOWS FROM
INVESTING ACTIVITIES:
Incorporation costs - (100)
Cash utilized in
investing activities - (100)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of common shares - 5,000
Cash provided by
financing activities - 5,000
Increase (decrease)
in cash (5,000) 5,000
Cash, beginning 5,000 -
Cash, ending $ - $5,000
SUPPLEMENTAL
DISCLOSURE OF
CASH FLOW
INFORMATION
Common stock
issued for
investment in 1192403
Ontario Inc. $ - $8,810
BS FUNDING INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000
1. ORGANIZATION AND
2. ACCOUNTING POLICIES
INCORPORATION
BS Funding Inc. was incorporated March 23, 1999
in the state of Delaware. Effective March
28, 1999, a share offering was accepted
issuing 500,000 shares at $0.01 per share,
to various shareholders.
USE OF ESTIMATES
The preparation of financial statements
in conformity with generally accepted
accounting principles requires management
to make estimates and assumptions that
affect the reported amounts of assets
and liabilities, disclosure of contingent
assets and liabilities and reported
amounts of revenues and expenses.
Actual results could differ from
those estimates.
CASH AND CASH EQUIVALENTS
The company considers all investments
with a maturity of three months or
less to be cash equivalents.
EARNINGS PER SHARE
Earnings per share is provided in
accordance with Accounting Principles
Board Opinion No. 15 (APB No. 15),
"Earnings Per Share". Due to the
Company's simple capital structure,
only one earnings per share calculation
is presented. Earnings per share is
computed by dividing income available to
common shareholders by the weighted
average number of common shares outstanding
during the period.
2. CURRENCY
These financial statements are
presented in American dollars.
3. INVESTMENT IN 1192403 ONTARIO INC.
During the period, the company acquired
10% of the outstanding shares of 1192403
Ontario Inc. which carries on a
commercial real estate rental business.
The investment was acquired by issuing
1,500,000 common shares in exchange.
The investment is being accounted for
utilizing the cost method.
BS FUNDING INC.
(Incorporated under the laws
of the State of Delaware)
FINANCIAL STATEMENTS
DECEMBER 31, 2001
R. BROCK MACALPINE,
CHARTERED ACCOUNTANT
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and
Stockholders of BS Funding Inc.:
I have audited the balance sheetsof BS Funding Inc.
as at December 31, 2001 and December 31, 2000
and the statements of loss andaccumulated deficit
and shareholders' equity for the 275 day periods then
ended. These financial statements are the
responsibility of the company'smanagement.
My responsibility is toexpress an opinion on
these financialstatements based on my audit.
I conduct my audits in accordance with generally
accepted auditing standards.Those standards
require that I plan and perform my audits to
obtained reasonable assurance 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.
In my opinion, these financial statements present
fairly, in all material respects, the financial position
of BS Funding Inc.as at December 31, 2001 and
December 31, 2000 and the results of its operations
for the 275day periods then ended in accordance
with generally accepted accounting principles.
Woodstock,Canada R. Brock MacAlpine
January 8, 2002 Chartered Accountant
STATEMENT 1
BS FUNDING INC.
(Incorporated under the
laws of the State of Delaware)
INTERIM BALANCE SHEETS
DECEMBER 31, 2001
(with comparative
amounts for December 31, 2000)
2001 2000
ASSETS
Current
assets
Cash $83,500 $-
Other assets
Appliances 86,200 -
Investment in
1192403
Ontario
Inc. (note 2) 34,510 8,810
Incorporation
costs
less:
accumulated
amortization 73 90
120,783 8,900
$204,283 $8,900
LIABILITIES
AND
SHAREHOLDERS'
EQUITY
Current
liabilities
Accounts
payable and
accrued charges $3,156 $1,156
Shareholders'
equity:
Common stock -
Authorized:
25,000,000
common shares
with par value
of $0.0001
Issued and
outstanding:
2,001,954 shares 200 200
Additional paid
in capital 209,010 13,610
Accumulated
deficit
(statement 3) (8,083) (6,066)
201,127 7,744
$204,283 $8,900
STATEMENT 2
BS FUNDING INC.
INTERIM STATEMENTS
OF OPERATIONS
FOR THE 275 DAY
PERIOD ENDED DECEMBER
31, 2001
(with comparative
amounts for the 275
day period ended
December 31, 2000)
2001 2000
Expenses:
Accounting $1,000 $-
Net loss
for the period $(1,000) $-
Loss per share
assuming dilution $0.00 $0.00
Weighted
average
shares
outstanding 2,000,294 2,000,000
STATEMENT 3
BS FUNDING INC.
INTERIM STATEMENTS
OF CHANGES IN
SHAREHOLDERS' EQUITY
FOR THE 275 DAY
PERIOD ENDED
DECEMBER 31, 2001
(with comparative
amounts for the 275
day period December
31, 2000)
Addit-
ional Total
Common Stock Paid Accum- Share-
In ulated holders'
Shares Amount Capital Deficit Equity
Deficit,
March
31,
2000 2,000,000 $200 $13,610 $(6,066) $7,744
Net loss
for the
period
(statement2) - - - - -
Deficit,
December
31,
2000 2,000,000 $200 $13,610 $(6,066) $7,744
Deficit,
March 31
2001 2,000,257 $200 $39,310 $(7,083) $32,427
Common
stock
issued
for
appliances
(note 3) 862 - 86,200 - 86,200
Common
stock
issued for
cash
(note 3) 835 - 83,500 - 83,500
Net loss
for the
period
(statement 2) - - - (1,000) (1,000)
Deficit,
December
31,
2001 2,001,954 $200 $209,010 $(8,083) $201,127
STATEMENT 4
BS FUNDING INC.
INTERIM STATEMENTS
OF CASH FLOWS
FOR THE 275 DAY
PERIOD ENDED
DECEMBER 31, 2001
(with comparative
amounts for the 275
day period ended
December 31, 2000)
2001 2000
CASH FLOWS
FROM OPERATING
ACTIVITIES:
Netloss
(statement 2) $(1,000) $-
Adjustments to
reconcile net
loss to net cash
used in
operating
activities:
Changes in assets
and liabilities:
Appliances (86,200) -
Accounts payable
and accrued
charges 1,000 -
Cash utilized
in operating
activities (86,200) -
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of
common shares 169,700 -
Cash provided
by financing
activities 169,700 -
Increase
in cash 83,500 -
Cash, beginning - -
Cash, ending $83,500 $-
SUPPLEMENTAL
DISCLOSUREOF
CASH FLOW
INFORMATION
Common stock
issued for
appliances $86,200 $-
Common stock
issued for
cash 83,500 -
$169,700 $-
BS FUNDING INC.
NOTES TO THE
FINANCIAL STATEMENTS
DECEMBER 31, 2001
1. ORGANIZATION AND
ACCOUNTING POLICIES
INCORPORATION
BS Funding Inc. was
incorporated March 23,
1999 in the state of Delaware.
Effective March 28, 1999, a
share offering was accepted
issuing 500,000 shares at $0.01
per share, to various shareholders.
USE OF ESTIMATES
The preparation of financial
statements in conformity with
generally accepted accounting
principles requires management
to make estimates and assumptions
that affect the reported amounts
of assets and liabilities, disclosure
of contingent assets and liabilities
and reported amounts of revenues and
expenses. Actual results could differ
from those estimates.
CASH AND CASH EQUIVALENTS
The company considers all
investments with a maturity of
three months or less to be cash
equivalents.
EARNINGS PER SHARE
Earnings per share is provided
in accordance with Accounting
Principles Board Opinion No. 15
(APB No. 15), "Earnings Per Share".
Due to the Company's simple capital
structure, only one earnings per
share calculation is presented.
Earnings per share is computed by
dividing income available to common
shareholders by the weighted average
number of common shares outstanding
during the period.
2. INVESTMENT IN
1192403 ONTARIO INC.
The company owns 40% of the
outstanding shares of 1192403
Ontario Inc. which carries on a
commercial real estate rental
business. The investment was
acquired by issuing 1,500,257 common
shares in exchange. The investment
is being accounted for utilizing the
cost method since the remaining
common shares of 1192403 Ontario
Inc. are closely held
3. APPLIANCES
During the period,
the corporation issued stock
to a related party in exchange
for appliances. The company
issued 862 common shares at
$100.00 each to purchase the
appliances.
Also during the period the
corporation issued stock to
the same related party for cash
consideration. The company
issued 835 common shares at $100
each.
BS FUNDING INC.
(Incorporated under the
laws of the State of Delaware)
FINANCIAL STATEMENTS
MARCH 31, 2002
R. BROCK MACALPINE,
CHARTERED ACCOUNTANT
INDEPENDENT
AUDITOR'S REPORT
To the Board of
Directors and
Stockholders of BS
Funding Inc.:
I have audited the balance
sheets of BS Funding Inc.
as at March 31, 2002 and
March 31, 2001 and the
statements of operations
and accumulated deficit
and shareholders' equity
and cash flows for the
years then ended. These
financial statements are
the responsibility of the
company's management.
My responsibility is to
express an opinion on these
financial statements based
on my audit.
I conduct my audits in
accordance with generally
accepted auditing standards.
Those standards require that
I plan and perform my audits
to obtained reasonable
assurance 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.
In my opinion, these financial
statements present fairly, in all
material respects, the financial
position of BS Funding Inc. as at
March 31, 2002 and March 31, 2001
and the results of its operations
for the years then ended in accordance
with generally accepted accounting
principles.
Woodstock, Canada R. Brock MacAlpine
July 11, 2002 Chartered Accountant
STATEMENT 1
BS FUNDING INC.
(Incorporated under the
laws of the State of Delaware)
BALANCE SHEETS
MARCH 31, 2002
(with comparative
amounts for March
31, 2001)
2002 2001
ASSETS
Other assets
Appliances $27,333 $-
Investment in
1192403 Ontario
Inc. (note 2) 34,510 34,510
Note receivable
from 1192403
Ontario Inc. 142,268 -
Incorporation
costs less:
accumulated
amortization 70 73
$204,181 $34,583
LIABILITIES AND
SHAREHOLDERS'
EQUITY
Current
liabilities
Accounts payable
and accrued
charges $4,055 $2,156
Shareholders' equity:
Common stock -
Authorized:
25,000,000 common
shares with par value
of $0.0001
Issued and outstanding:
2,001,954 shares 200 200
Additional paid in
capital 209,010 39,310
Accumulated deficit
(statement 3) (9,084) (7,083)
200,126 32,427
$204,181 $34,583
STATEMENT 2
BS FUNDING INC.
STATEMENTS OF
OPERATIONS
FOR THE YEAR
ENDED MARCH 31,
2002
(with comparative
amounts for the year
ended March 31, 2001)
2002 2001
Expenses:
Accounting $1,998 $1,000
Amortization 3 17
2,001 1,017
Net loss for
the year $(2,001) $(1,017)
Loss per share
assuming dilution $0.00 $0.00
Weighted average
shares outstanding 2,000,703 2,000,011
STATEMENT 3
BS FUNDING INC.
STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED MARCH
31, 2002
(with comparative amounts
for the year ended March
31, 2001)
Addit- Total
ional Accum- Share-
Common Stock Paid in ulated holders'
Shares Amount Capital Deficit Equity
Deficit,
March 31,
2000 2,000,000 $200 $13,610 $(6,066) $7,744
Common
stock issued
for investment
in 1192403
Ontario Inc.
valued at
$0.01 per
share 257 - 25,700 - 25,700
Net loss for
the year
(statement 2) - - - (1,017) (1,017)
Deficit,
March 31,
2001 2,000,257 200 39,310 (7,083) 32,427
Common stock
issued for
appliances
(note 3) 862 - 86,200 - 86,200
Common stock
issued forcash
(note 3) 835 - 83,500 - 83,500
Net loss for
the year
(statement 2) - - - (2,001) (2,001)
Deficit,
March
31,
2002 2,001,954 $200 $209,010 $(9,084) $200,126
STATEMENT 4
BS FUNDING INC.
STATEMENTS OF
CASH FLOWS
FOR THE YEAR ENDED
MARCH 31, 2002
(with comparative
amounts for the year
ended March 31, 2001)
2002 2001
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss
(statement 2) $(2,001) $(1,017)
Adjustments to
reconcile net loss to
net cash used in
operating activities:
Amortization 3 17
Changes in assets
and liabilities:
Appliances (27,333) -
Investment in 1192403
Ontario Inc. - (25,700)
Note receivable (142,268) -
Accounts payable
and accrued charges 1,899 1,000
Cash utilized in
operating activities (169,700) (25,700)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of
common shares 169,700 25,700
Cash provided
by financing activities 169,700 25,700
Cash, beginning - -
Cash, ending $ - $ -
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Common stock issued
for investment in
1192403 Ontario Inc. $- $25,700
Common stock issued
for appliances 86,200 -
Common stock
issued for cash 83,500 -
$169,700 $25,700
BS FUNDING INC.
NOTES TO THE FINANCIAL
STATEMENTS
MARCH 31, 2002
1. ORGANIZATION AND
ACCOUNTING POLICIES
INCORPORATION
BS Funding Inc. was
incorporated March 23,
1999 in the state of Delaware.
Effective March 28, 1999, a
share offering was accepted
issuing 500,000 shares at
$0.01 per share, to various
shareholders.
USE OF ESTIMATES
The preparation of financial
statements in conformity with
generally accepted accounting
principles requires management
to make estimates and
assumptions that affect the
reported amounts of assets and
liabilities, disclosure of
contingent assets and liabilities
and reported amounts of revenues
and expenses. Actual results
could differ from those estimates.
CASH AND CASH EQUIVALENTS
The company considers all
investments with a maturity of
three months or less to be cash
equivalents.
EARNINGS PER SHARE
Earnings per share is provided
in accordance with Accounting
Principles Board Opinion No. 15
(APB No. 15), "Earnings Per Share".
Due to the Company's simple capital
structure, only one earnings per
share calculation is presented.
Earnings per share is computed by
dividing income available to common
shareholders by the weighted average
number of common shares outstanding
during the period.
2. INVESTMENT IN 1192403
ONTARIO INC.
During the year, the company acquired
an additional 30% of the outstanding
shares of 1192403 Ontario Inc. which
carries on a commercial real estate
rental business. The investment was
acquired by issuing 257 common shares
in exchange. Therefore the company
owns 40% of the outstanding shares
of 1192403 Ontario Inc. The
investment is being accounted for
utilizing the cost method since the
remaining common shares of 1192403
Ontario Inc. are closely held.
3. APPLIANCES
During the period, the corporation
issued stock to a related party in
exchange for appliances. The
company issued 862 common shares
at$100.00 each to purchase
the appliances.
Also, during the period the
corporation issued stock to the
same related party for cash
consideration. The company issued
835 common shares at $100.00 each.
3. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (GAAP)
These financial statements are
prepared in accordance with American
GAAP.
B.S. FUNDING INC.
UNAUDITED BALANCE SHEETS
AS AT JUNE 30, 2002.
( with comparative amounts
for June 30, 2001. )
ASSETS
2002 2001
Other Assets:
Appliances $27,333 $0
Investment in
1192403 Ontario
Inc. (note2) $34,510 $34,510
Note receivable
from 1192403 Ontario
Inc. $142,268 $0
Incorporation costs
(net of accumulated
amortization) $70 $72
___________________
$204,181 $34,582
___________________
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current
Accounts Payable
and Accrued Charges $4055 $2,156
______________________
Shareholders' Equity:
Common Stock
Authorized :
25,000,000 common
shares with par
value $0.0001
Issued and
outstanding:
2,001,954 shares $200 $200
Additional paid
in capital $209,010 $39,310
Accumulated Deficit ($9,084) ($7,084)
$200,126 $32,426
_____________________
$204,181 $34,582
_______________________
(The Accompanying notes are an integral
part of these statements)
B.S. FUNDING INC.
Unaudited Statements of
Change in Shareholders' Equity
For the 3 months ended
June 30, 2002
(With comparative amounts for
the 3 months ended June 30, 2001)
Additional Total
Common Stock Paid Accumu- Share-
in lated holders
Shares Amount Capital Deficit Equity
Balance
March
31, 2001 2,000,257 $200 $39,310 ($7,083) $32,427
Net Loss for
the Period ($1) ($1)
Balance
June
30, 2001. 2,000,257 $200 $39,310 ($7,084) $32,426
______________________________________________________
Balance
March
31, 2002 2,001954 $200 $209,010 ($9,084) $200,126
Net Loss for the Period 0 0
Balance
June
30, 2002 2,001,954 $200 $209,010 ($9084) $200,126
(The accompanying notes are an integral
part of these financial statements)
B.S. FUNDING INC.
Unaudited Statements
of Operations
For the 3 months
ended June 30, 2002
(With comparative amounts
for the 3 months ended June
30, 2001)
2002 2001
Expenses
Amortization $0 $1
Net Loss for
the Period $0 $1
Loss per share assuming
dilution (note 1) $0.00 $0.00
Weighted average
shares outstanding 2,001,954 2,000,257
(The accompanying notes are an integral
part of these financial statements)
B.S. FUNDING INC.
Notes to Financial Statements
June 30, 2002
ORGANIZATION AND
ACCOUNTING POLICIES
Incorporation
B.S. Funding Inc. was
incorporated March 23, 1999 in
the state of Delaware.
Effective March 28,1999, a share
offering was accepted issuing
500,000 shares at $0.01 per share
to various shareholders.
Cash and Cash Equivalents
The company considers all investments
with maturity of three months or
less to be cash equivalents.
Loss per Share
Earnings (loss) per share is
provided in accordance with
Accounting Principles Board
Opinion No. 15 (APB No. 15),
"Earnings per share". Due to
the company's simple capital
structure, only one earnings
per share calculation is
represented. Earnings (loss)
per share is computed by
dividing income (loss)
available to common shareholders
by the weighted average number
of common shares outstanding
during the period.
CURRENCY
These financial statements are
presented in American dollars.
INVESTMENT IN 1192403
ONTARIO INC.
The company owns 40% of the
outstanding shares of 1192403
Ontario Inc., which carries
on a commercial real estate
rental business. The investment
is being accounted for using the
cost method.
Item 14. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure.
There are neither changes in/ nor disagreements with
accountants on accounting and financial disclosure.
PART III
Item 15. Financial Statements
and Exhibits.
The following documents are filed as part of this report.
B.S. Funding Inc. report of Thomson, Fisher, and Bossy
Chartered Accountants - March 31,1999 Financial Statements
B.S. Funding Inc. report ofR. Brock MacAlpine Chartered
Accountant - March 31,2000 Financial Statements.
B.S, Funding Inc. report of R. Brock MacAlpine Chartered
Accountant - March 31, 2001 Financial Statements
B. S. Funding Inc. report of R. Brock MacAlpine Chartered
Accountant - December 31, 2001 Financial Statements
B.S. Funding Inc. report of R. Brock MacAlpine Chartered
Accountants - March 31, 2002 Financial Statements
B. S. Funding Inc. Unaudited Interim Financial Statements
for the period ending June 30, 2002.
Financial Statements of Businesses Acquired or to be
acquired are not provided - not applicable. The Company
has not and is not acquiring any new companies at this time.
Pro-Forma Financial Information is not provided at this time
- not applicable.
Item 16.
Index to Exhibits
(Pursuant to Item 601 of Regulation SB)
Exhibit Name and/or
Number Identification
of Exhibit
1. Underwriting
Agreement
2. Plan of Acquisition,
Reorganization,
Arrangement,
Liquidation,
or Succession.
3. Articles of
Incorporation and
By-Laws
4. Instruments Defining
the Rights of Security
Holders
5. Opinion on Legality
6. Reserved
7. Reserved
8. Opinion On Tax Matters
9. Voting Trust Agreement
and Amendments
10. Material Contracts
11. Statement Re Computation
of Per Share Earnings
12. Statement Re Computation
of Ratios
13. Annual or Quarterly Reports
Form 10Q
14. Reserved
15. Letter on Unaudited Interim
Financial Information
16. Letter on Change in
Certifying Accountant
17. Letter on Director Resignation
18. Letter on Change in
Accounting Principles
19. Reports Furnished to
Security Holders
20. Other Documents or
Statements to
Security Holders
21. Subsidiaries of the
Registrant
22. Published Report
Regarding Matters
Submitted to Vote of
Security Holders
23. Consent of Experts
and Counsel
24. Power of Attorney
25. Statement of Eligibility
of Trustee
26. Invitation for
Competitive Bids
27. Reserved
28. Reserved
29-98. Reserved
99. Additional Exhibits
Item 17. Description of Exhibits.
1. Underwriting Agreement
Not applicable
2. Plan off Acquisition,
Reorganization, Arrangement,
Liquidation, or Succession.
None - Not applicable
3. Articles of Incorporation
& By-Laws
Articles of Incorporation of
the Company filed March 23,1999.
By-Laws of the Company
adopted March 23, 1999.
CERTIFICATE OF INCORPORATION
OF
B.S. FUNDING INC.
FIRST: The name of the corporation
is B.S. FUNDING INC.
SECOND: The address of its registered
office in the State of Delaware
is Three Mill Road, Suite 104,
City of Wilmington, County of
New Castle, 19806-2146. Its
registered agent at such
address is the Incorporators Ltd.
THIRD: The purpose of the corporation
is to engage in any lawful act
or activity for which corporations
may be organized under the General
Corporation Law of Delaware.
FOURTH: The Corporation shall have the
authority to issue twenty-five
million shares of common stock
with a par value of $0.0001.
FIFTH: The Board of Directors is
expressly authorized to adopt,
amend, or repeal the By-Laws
of the corporation.
SIXTH: The stockholders and directors
may hold their meetings and keep
the books and documents of the
corporation outside the State
of Delaware, at such places from
time to time designated by the
By-Laws, except as otherwise
required by the Laws of Delaware.
SEVENTH: The corporation is to have
perpetual existence.
EIGHTH: The name and mailing address
of the incorporator is Matthew
D. Esteves, Three Mill Road,
Suite 104, Wilmington, DE
19806-2146
NINTH: The number of directors of the
corporation shall be fixed from
time to time by its By-Laws and
may be increased or decreased.
TENTH: The Board of Directors is
expressly authorized and
shall have such Authority
as set forth in the By-Laws
to the extent such authority
would be valid under Delaware
Law.
ELEVENTH: No director of the
corporation shall have
personal liability to the
corporation or its
shareholders for monetary
damages for breach of
fiduciary duty as a director,
provided that this provision
shall not eliminate or limit
the liability of a director
(a) for any breach of the
director's duty or loyalty to
the corporation or its
stockholders, (b) for acts or
omissions not in good faith
or which involve intentional
misconduct or a knowing
violation of law, (c) under
Section 174 of the Delaware
Corporation Law, or (d) for
any transaction from which the
Director derived an improper
personal benefit.
THE UNDERSIGNED Incorporator for the
purpose of forming a corporation pursuant
to the laws of the State of Delaware, does
make this Certificate,hereby declaring
and certifying that the facts herein
stated are true.
August 12, 1998 By: Signature
Matthew D. Esteves - Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/23/1999
991111547 - 3017855
CORPORATE BY-LAWS
OF
B.S. FUNDING INC.
OFFICES
1. The registered office of the
corporation shall be in the city of
Wilmington, Delaware and the resident agent
in charge thereof shall be the
Incorporators Ltd. The corporation may
also have offices at such otherplaces
both within and without the State of
Delaware as the Board of Directors may
from time to time determine or the
business of the corporationmay require.
CORPORATE SEAL
2. The corporation may transact
any and all business without the
need for a corporate seal. If a seal is
required by law, the corporation may use
a facsimile where inscribed therein is
the name of the corporation,the year of
its incorporation, and the words
"Corporate Seal, Delaware". In its
discretion, the Board is permitted to
acquire and use a true seal
setting forth the information noted above.
MEETING OF STOCKHOLDERS
3. The annual meeting of stockholders
for the election of directors
shall be held on the 31st day of May in
each year, or if that day be a legal
holiday,on the next succeeding day not
a legal holiday, at nine 0'clock A.M., at
which meeting the stockholders shall
elect by plurality vote, a Board of
Directors,and may transact such other
business as may come before the meeting.
4. Special meetings of the
stockholders may be called at
any time by the President and shall be
called by the President or Secretary on
the request in writing of a majority of
the directors or at the request in writing
of a majority of stockholders entitled to vote.
5. All meetings of the stockholders
for the elections of directors shall be
held at the office of the corporation in the
City of Wilmington, State of Delaware, or
at such other place as may be fixed by the
Board of Directors, provided that at least ten
days' notice be given to the stockholders of
the place so fixed. All other meetings of the
stockholders shall be held at such place or
places, within or without the State of Delaware,
as may from time to time be fixed in the notices
or waivers of notices thereof
6. Stockholders of the corporation
entitled to vote shall be such persons as are
registered on the stock transfer books of the
corporation as owners of stock. The Board of
Directors may set a record date for annual
meetings, but such record date may not be
more than 45 days prior to the annualmeeting.
7. A complete list of stockholder
entitled to vote, arranged in alphabetical
order, and showing the address of each
stockholder shall be prepared by the
Secretary and shall be open to the
examination of any stockholder at the
place of election.
8. Each stockholder entitled to
one vote shall, at every meeting of the
stockholders, be entitled to one vote
for each share held in person or
by proxy signed by the stockholder, but
no proxy shall be voted on or after
three years from its date, unless it
provides for a longer period. Such right
to vote shall be subject to the right
of the Board of Directors to fix a
record date for stockholders as provided
by these By-Laws.
9. The holders of a majority to the
stock issued and outstanding and entitled
to vote at a meeting of the stockholders,
present in person or represented by proxy,
shall constitute a quorum at all meetings
of the stockholders for the transaction of
business except as otherwise provided by
statute or by the Certificate of
Incorporation. If such quorum shall not
be present or represented at any meeting of
the stockholders, the stockholders entitled
to vote at the meeting, present in person
or represented by proxy,shall have the power
to adjourn the meeting from time to time,
without notice other than announcement at
the meeting, until a quorum shall be present
or represented, any business may be transacted
which might have been transacted at the meeting
as originally notified. If the adjournment is
for more than 30 days, or if after the
adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of
record entitled to vote at the meeting.
10. When a quorum is present at any
meeting, the vote of the holdersof a majority
of the stock having voting power present in
person or represented by proxy shall decide
any question properly brought before such meeting,
unless the question is one which by express
provision of the statutes of the State of Delaware
or of the Certificate of Incorporation, a
different vote is required in which case such
express provision shall govern and
control the decision of such question.
11. Notice of all meetings shall
be mailed by the Secretary to each
stockholder of record entitled to vote at
his last known post officeaddress, for
annual meetings fifteen days and for
special meetings ten days prior thereto.
12. Business transacted at any
special meeting of stockholders shall be
limited to the purposes stated in the notice.
13. Unless otherwise provided in
the Certificate of Incorporation, any action
required to be taken at any annual or
special meeting of stockholders of the
corporation, or any action which may be
taken at any annual or special meeting of
such stockholders, may be taken without a
meeting, without prior notice and without
a vote, if 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 voters that would
be necessary to authorize or take such action
at a meeting at which all shares entitled to
vote thereon where 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.
DIRECTORS
14. The property and business of the
corporation shall be managed and controlled
by the Board of Directors.
15. The directors shall hold office
until the next annual election and until their
successors are elected and qualified. Directors
shall be elected by the stockholders, except
that if there by any vacancies on the Board of
Directors by reason of death, resignation, or
otherwise, or if there be any newly created
directorships may be filled for the unexpired
term by a majority of the directors then in
office, though less than a quorum.
POWERS OF DIRECTORS
16. The Board of Directors shall have
all such powers as may be exercised by
directors of a Delaware corporation, subject
to the provisions of the statutes of Delaware,
the Certificate of Incorporation, and the By-Laws.
MEETINGS OF DIRECTORS
17. After each annual election of
directors, the newly elected directors may
meet for the purpose of organization,, the
election of officers, and the transaction
of other business, at such time and place
as shall be fixed by the stockholders at
the annual meeting, and, if a majority of the
directors be present at such place and time,
no prior notice of such meeting
will be required to be given to the
directors. The place and time of such meeting
may also be fixed by written consent of the
directors.
18. Regular meeting of the Board of
Directors may be held without notice at such
time and at such place as shall from time to
time be determinedby the Board.
19. Special meeting of the directors
may be called by the president on two days'
notice by telegram to each director and
shall be called by the president in like
manner on the written request of two directors.
20. Special meetings of the directors
may be held within or without the State of
Delaware at such place as is indicated in the
notice or waiver of notice thereof
21. A majority of the directors
in office at the time of any regular or
special meeting shall constitute a quorum
unless the By-Laws specify a single
director in which case a single director
shall constitute a quorum.
22. Any action required or permitted
to be taken at any meeting of the Board of
Directors may be taken without a meeting,
if all members of theBoard consent thereto
in writing, and the writings are filed with the
minutes of proceedings of the Board.
23. Members of the Board of Directors
may participate in a meeting ofd the Board of
Directors by means of a conference telephone or
similar communications equipment by means of
which all persons participating in the meeting
may hear one another, and such participation in
a meeting shall constitute presence in person
at the meeting.
COMMITTEES
24. The Board of Directors may, by
resolution, create committees from time
to time, which committees shall have and
may exercise all the powers and authority
of the Board of Directors to manage the
business and affairs of the corporation.
However, the committees shall not have
the power to amend the Certificate of
Incorporation, adopt an agreement of
merger or consolidation,recommend to the
stockholders the sale, lease or exchange
of all or substantially all of the
corporation's property and assets, recommend
to the stockholders a dissolution of the
corporation or a revocation of a dissolution,
amend the By-Laws of the corporation; and
unless a resolution or the Certificate of
Incorporation expressly so provides, no such
committee shall have the power to declare a
dividend or authorize the issuance of stock.
OFFICERS OF THE CORPORATION
25. The officers of the corporation
shall be a president, a secretary,a treasurer,
and such other officers as may from time to
time be chosen by the Board of Directors.
All offices may be held by the same person.
26. The officers of the corporation
shall hold office until their successors are
chosen and qualify in their stead. Any
officer chosen or appointed by the Board of
Directors may be removed either with or without
cause at any time by the affirmative vote of a
majority of the whole Board ofDirectors. If the
office of any officer or officers becomes vacant
for any reason, the vacancy shall be filled by
the affirmative vote of a majority of the whole
Board of Directors.
27. In case of the absence or disability
of any officer of the corporation, or for any
other reason deemed sufficient by a majority of
duties to any other officer or to any director.
SECRETARY
27. The secretary shall attend all
meetings of the corporation,the Board of
Directors, and committees. He shall act
as clerk thereof and shall record all of
the proceedings of such meetings in a book
keptfor that purpose. He shall have custody
of the corporate seal of the corporation
and shall have authority to affix the seal
to any instrument requiring it and when so
affixed, it may be attested by his signature.
He shall give proper notice of meetings of
stockholders and directors and shall perform
other such duties as shall be assigned to
him by the president or the Board of Directors.
TREASURER
28. The treasurer shall have custody of
the funds and securities of the corporation
and shall keep full and accurate accounts of
receipts and disbursements in books
belonging to the corporation and shall
deposit all monies and other valuable
effects in the name and to the credit of
the corporation in such depositories as may
be designated by the Board of Directors.
29. The treasurer shall disburse the
funds of the corporation as may be ordered
by the Board or the president, taking proper
vouchers for such disbursements and shall
render to the president and directors, whenever
they may require it, an account of all his
transactions as treasurer and of the financial
condition of the corporation, and at the
regular meeting of the Board next preceding
the annual members meeting, a like report for
the preceding year.
30. The treasurer shall keep and account
of stock registered and transferred in such
manner subject to such regulations as the
Board of Directors may prescribe.
31. The treasurer shall give the
corporation a bond if requiredby the Board
of Directors in such sum and with security
satisfactory tothe Board of Directors for
the faithful performance of the duties of
his office and the restoration to the
corporation, in the case of his death,
resignation, or removal from office,
of all books, paper, vouchers, money and
other property of whatever kind in his
possession, belonging to the corporation.
He shall perform such other duties as the
Board of Directors or executive committee
may from time to time prescribe or require.
PRESIDENT
32. The president shall be
the chief executive officer of the
corporation. He shall preside at all
meetings of the stockholders andthe Board
of Directors, and shall have general and
active managementof the business of the
corporation, and shall see that all orders
and resolutions of the Board of Directors
are carried into effect.
33. The president shall execute
bonds, mortgages, and other contracts requiring
a seal, under the seal of the corporation,
except where required or permitted by law to be
otherwise signed and executed, and except where
the signing and execution thereof shall be
expressly delegated by the Board of Directors
to some other officeor agent of the corporation.
STOCKS
34. Every holder of stock in the
corporation shall be entitledto have a
certificate, signed by, or in the name
of the corporation by,the president or
secretary of the corporation, certifying
the number ofshares owned by him in the
corporation. Certificates may be issued for
partly paid shares, and in such case upon
the face or back of thecertificates issued
to represent any such partly paid shares,
the totalamount of the consideration to be
paid therefore, and the amount paidthereon,
shall be specified.
35. Any or all of the signatures
on the certificates may be facsimile.
36. The Board of Directors may
direct a new certificate or certificates to
be issued in place of any certificate or
certificatestheretofore issued by the
corporation alleged to have been lost,
stolen,or destroyed, upon the making of an
affidavit of the fact by the person claiming
their certificate of stock to be lost, stolen
or destroyed. The Board of Directors may, in
its discretion and as a condition precedent
to the issuance thereof, require the owner
of such lost, stolen, or destroyed certificate
or certificates to give the corporation a
bond in such sum as it may direct as
indemnity against any claim that may be made
against the corporation with respect to the
certificate alleged tohave been lost,
stolen, or destroyed.
CHECKS
37. All checks, drafts, or orders for
the payment of money shall be signed by the
treasurer or by such other officer or
officers as the Board of Directors may from
time to time designate. No check shall be
signed in blank.
BOOKS AND RECORDS
38. The Books, accounts, and records
of the corporation, except as otherwise
required by the laws of the State of
Delaware, may be kept within or without
the State of Delaware, at such place or
places as may from time to time be
designated by the By-Laws or by the
resolutions of the directors.
NOTICES
39. Notice required to be given
under the provisions of these By- Laws to
any director, officer or stockholder,
shall not be construed to mean personal
notice, but may be given in writing by
depositing the same in a post office or
letter box, in a post-paid sealed wrapper,
addressed to such stockholder, officer, or
director at such address as appears on the
books of the corporation, and such notice
shall be deemed to be given at the time
when the same shall thus be mailed. Any
stockholder, officer, or director, may
waive, in writing, any notice required
to be given under these By-Laws, whether
before or after the time stated therein.
DIVDENDS
40. Dividends upon the capital
stock of the corporation, subject to the
Certificate of Incorporation, may be
declared by the Board of Directors at
any regular or special meeting,
pursuant to law. Dividends may be paid in
cash, in property, or in shares of the
capital stock of the corporation,
subject to the provisions of the
Certificate of Incorporation.
41. Before payment of any dividend,
there may be set aside out of any funds
of the corporation available for dividends
such sum or sums as the directors from time
to time, in their absolute discretion, think
proper as a reserve or reserves to meet
contingencies or for equalizing dividends,
or for repairing or maintaining any property
of the corporation, or for such other purposes
as the directors shall think conducive to the
best interest of the corporation. The directors
may modify or abolish any such reserve in the
manner by which it was created.
FISCAL YEAR
42. The fiscal year of the corporation
shall be determined by the Board of Directors.
AMENDMENT OF BY-LAWS
43. These By-Laws may be amended,
altered, repealed, or added to at any
regular meeting of the stockholders or
of the Board of Directors,or at any
special meeting called for that
purpose, by affirmative vote of a
majority of the stockholders entitled
to vote, or by affirmative vote of a
majority of the whole board, as the
case may be.
44. Any and all disputes and
controversies by and between the shareholders
or the directors arising out of or with
respect to the business of or affecting the
affairs of the corporation, witch disputes and
controversies cannot be resolved under the
terms of the corporate By-Laws or Certificate
of incorporation, because of a tie vote or
deadlock between the directors and
shareholders shall be settled by
arbitration inthe following manner. Each side
of the dispute shall be entitled to name one
arbitrator and both arbitrators so named
shall together agree upon a third
arbitrator, with the findings of the
arbitration panel to be binding upon all
parties of the dispute. Unless otherwise
mutually agreed by the parties the
arbitration shall take place in
accordance with and subject to the
provisions of the Delaware Uniform
Arbitration Act, 10Del. C. "5701 et.seq.
4. Instruments Defining the Rights
of Security Holders
No instruments other than
those included in Exhibit 3.
5. Opinion on Legality
Not applicable
6. Reserved
Not applicable
7. Reserved
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement
Not applicable
10. Material Contracts
None - Not applicable
11. Statements Re Computation
of Per Share Earnings
Not applicable - Computation of
per share earnings can be clearly
determined from the statement of
Operations in the Company's
financial statements
12. Statements Re Computation of Ratios
Not applicable
13. Annual or Quarterly
Reports -Form 10Q
Not applicable
14. Reserved
Not applicable
15. Letter on
Un- audited Interim
Financial Information
We have compiled the financials for B. S. Funding Inc. for
the Quarter ending June 30, 2002.Although management believes the
financials to be accurate, they are unaudited and should be viewed
with this in mind. Management believes these financials to accurately
reflect the the status of the company. No independant audit has
confirmed these statements and any reader should be apprised that
the financials could differ as a result of an audit.
Management believes it followed USGAAP to compile these financials but
make no warranty as to the accuracy of this statement.
Sincerely, MARY K. SCHELL, President, B.S. Funding Inc..
Date June 30, 2002.
16. Letter on Change in
Certifying Accountant
Not applicable
17. Letter on Director
Resignation
Not applicable
18. Letter on Change in
Accounting Principles
Not applicable
19. Reports Furnished
to Securities Holders
Not applicable
20. Other Documents or
Statements to Security
Holders
None - Not applicable
21. Subsidiaries of
the Registrant
None - Not applicable
22. Published Report Regarding
Matters Submitted to Vote
of Security Holders
Not applicable
23. Consent of Experts
and Counsel
August, 20, 2002. I, R. Brock MAcAlpine do hereby consent to
the use of the audits performed on B. S. Funding Inc. by my firms, for
March 31, 1999, March 31, 2000, March 31, 2001 and the March 31, 2002
for the filing of a form 10 with the Securities and Exchange Commission.
Signature: R. Brock MacAlpine
24. Power of Attorney
Not applicable
25. Statement of
Eligibility of Trustee
Not applicable
26. Invitation for Competitive Bids
Not applicable
27. Reserved
Not applicable
28. Reserved
Not applicable
29 -98. Reserved
Not applicable
99. Addition Exhibits
None
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 10, 2002.
B.S. FUNDING INC.
(Registrant)
By: Mary K. Schell - President
(Signature)
Mary K. Schell