We operate an internet based retail business under the name
imageofstyle.com. offering authentic designer merchandise at discount prices,
including handbags, wallets, belts, watches, jewelry and other personal
accessories. Orders are placed by customers on the internet and charged to a
customer credit card, prior to shipping. We have operated our website since
August 2005.
THE INTERNET AND E-COMMERCE
Internet usage and e-commerce has grown at a significant rate in recent
years, exceeding many industry projections. Every day, more companies find new
ways to provide products and services electronically. The internet is changing
the way businesses do business, from the acquisition and servicing of customers,
to the management of their relations with suppliers, revolutionizing our access
to information and the way we communicate, shop and entertain ourselves. While
the numbers are still small, when compared to our overall economy, they are
growing rapidly and provide more evidence that electronic commerce will continue
to be an engine for substantial economic growth.
The internet's development into a significant global medium for
communication, content and commerce has led to substantial growth in online
shopping and has provided companies with new opportunities to remove
intermediaries from the traditional retail supply chain. According to U.S.
Commerce Overview, 2004 to 1010, Forrester Research, Inc., online purchases by
U.S. consumers are expected to continue to grow from approximately $145 billion
in 2004 to approximately $316 billion by 2010. This increase can be attributed
to factors such as growing awareness of the convenience of online shopping, an
expanded range of products available online, improvements in security and
electronic payment technology and increased access to broadband internet
connections which facilitate online shopping.
Online commerce also offers a significant number or advantages to
retailers, Managing and maintaining an online retailing website is generally
less costly than operating multiple physical storefronts. Online retailers can
efficiently market to a large and geographically diverse customer base while
fulfilling sales from a single centralized location. Online retailers can also
quickly react to changing consumer tastes and preferences by efficiently
adjusting their featured selections, editorial content, shopping interfaces, and
pricing and visual presentations. Online retailers can more easily compile
demographic and behavioral data about their customers that increase
opportunities for direct marketing and personalized services. These benefits
must be evaluated, however, against a number of challenges to physically
inspect, try or use the products and/or services being offered electronically to
determine the products or services authenticity, and concerns about security and
privacy.
ONLINE DISCOUNTED DESIGNER MERCHANDISE
While, as reported in an article entitled "Point, Click and Strut" in
the December 15, 2005 edition of The New York Times, that, five years prior, the
failure of online luxury shopping was so dramatic that it was easy to deny its
potential, such article pointed out that a number of multi-brand luxury shopping
sites survived, including sites that offer discounted designer merchandise such
as Ashford and Yoox, and Net-a-Porter.com, all of which exist today. Such
article cited a November 2005 research report by Internet research company
Forrester, to the effect that people have overcome their initial skepticism
about selling luxury goods online, and that in Europe alone, the retail climate
was changing so rapidly that the percentage of online consumers for apparel and
accessories had increased from 5 percent to 16 percent in the 18 months prior to
such report to 40 million Europeans, with the number anticipated to increase to
73 million people in 2009 in Europe alone.
14
TARGET MARKETS
Our target markets include men and women generally between the ages of
approximately 18 and 40 who are comfortable shopping for and making purchases on
the internet, who have disposable income for the purchase of authentic designer
merchandise, including handbags, wallets, belts, watches and other personal
accessories, and desire to purchase such merchandise at discounted prices
compared to traditional retain establishments.
SALES, MARKETING AND GROWTH STRATEGY
Our sales, marketing and growth strategy is designed to establish the
Company as a reliable source of discounted, authentic designer merchandise and
drive shoppers to our website. Such strategy includes the updating of our
website from time to time to foster continued user friendliness, and to add or
change product line. For example, we have recently added various jewelry as
additional available retail products.
We encourage users of our website to make inquiry of us if they desire
a specific product from a particular manufacturer, including style and color.
While we do not guarantee that we will be able to meet all requests, we are
often able to assist users with their inquiry.
To encourage repeat customers, we offer a referral rewards program. If
someone refers a customer to us, we provide such person with an additional 5%
discount off of their next purchase from our website. On our order form, there
is space available for the referred person to type in the referring person's
e-mail address. When we receive the referred person's order, we then send an
e-mail to the referring person advising that we have received such order, and
provide the referring person an additional 5% savings on their next order with
us.
SUPPLIERS; PAYMENT TERMS
We currently secure various authentic designer merchandise on a
purchase order basis from various wholesale vendors with whom we have
established relationships. We plan to maintain and foster such relationships and
to establish and foster new relationships with additional wholesale vendors whom
we plan to meet through word of mouth, trade shows, and through the internet.
Payments are generally made to vendors by credit card and shipped per our
request to customers who themselves have provided us their credit card
information. In this way, we do not have to incur the expense of carrying
inventory.
TECHNOLOGY
Our software is custom designed, which provides us with favorable
search engine rankings frequently in a preferred location on a website search.
We may from time to time further refine our search engine capabilities so as to
possibly achieve even more favorable rankings.
CUSTOMER SERVICE
We provide customer service through our website via e-mail
communication to sales@imageofstyle.com. Order fulfillment is accomplished
through the efforts in in-house personnel and drop shipment from suppliers. All
sales transactions are made on a secure basis to assure consumer confidence.
Due to market fluctuations and changes in vendor inventory, we do not
guarantee a price once a product is ordered. Prices are subject to change
without notice in order to assure the most cost-effective situation for the
customer and our business. If prices do increase due to market changes, we will
contact the buyer to advise them of this change and process their credit
information only after such contact has been established.
15
COMPETITION
Retail sales of various products and services continue to expand over
the internet and as such, we experience substantial competition from numerous
competitors, many of whom have substantially greater market presence, branding,
financial and other resources than the Company. Competitors for personal
accessory luxury items include many well known "brick and mortar" retailers who
also maintain retail web sites, as well as well financed and established
discounts web based retailers of personal accessory luxury items that we
presently offer and sell. Accordingly, no assurances are given that we will
successfully compete.
INTELLECTUAL PROPERTY
We own our domain name imageofstyle.com and rely on a combination of
trade secret protections, and confidentiality and non-disclosure agreements, as
well as other contractual provisions to establish and protect our proprietary
rights in intellectual property. Many of our competitors have proprietary
intellectual property which has been patented, trademarked, service marked and
copyrighted.
We plan to enter into non-disclosure and invention assignment
agreements with our employees and outside consultants where appropriate. There
can be no assurance, however, that any of such measures will protect us, that we
will be able to prevent competitors from developing intellectual property or
software with similar or superior functionality, or that third parties will not
infringe upon or misappropriate our intellectual property rights. In any of such
events, our business may be negatively affected. We believe, but cannot assure,
that our intellectual property rights do not infringe on the proprietary rights
of third parties. Litigation to pursue, as well as to defend against
intellectual property infringement is expensive and time consuming with no
assurances of a successful outcome.
GOVERNMENT REGULATION
We are subject both directly and indirectly, to various laws and
governmental regulation relating to our business operations. However, because
the market for electronic commerce is relatively new and rapidly evolving, there
are currently few laws or regulations directly applicable to commerce on the
internet. Due to the increasing popularity and use of the internet and other
commercial online services, it is possible that a number of laws and regulations
may be adopted with respect to electronic commerce, covering issues such as
privacy, pricing, content, copyrights, distribution and characteristics and
quality of products and services. The adoption of certain of these laws or
regulations may have the effect of decreasing the growth of electronic commerce
or increasing the cost of doing business on the internet. Also, the
applicability to the internet and other commercial online services of existing
laws in various jurisdictions governing issues such as property ownership, sales
and other taxes, libel and personal privacy is uncertain and may take years to
resolve. Any new legislation or regulation, or the application of existing laws
or regulations to the internet and other commercial online services could have a
material adverse effect on the Company's business, financial condition, and
results of operations.
We are subject to general business regulations and laws as well as
regulations and laws specifically governing the internet and e-commerce.
Existing and future laws and regulations may impede the growth of the internet
or other online services. These regulations and laws may cover taxation,
restrictions on imports and exports, customs, tariffs, user privacy, data
protection, pricing, content copyrights, distribution, electronic contacts, and
other communications, consumer protection, the provision of online payment
services, broadband residential internet access and the characteristics and
quality of products and services. It is not clear how existing laws, governing
issues such as property ownership, sales and other taxes, libel, and personal
privacy apply to the internet and e-commerce. Unfavorable resolution of these
issues may substantially harm our business and results of operations.
16
EMPLOYEES, STAFFING PLANS; CONSULTANTS
Our current sole officer, director and employee is Howard N. Kahn, who
serves as Chief Executive Officer, President, Secretary and Treasurer.
To the extent we experience growth, we may also seek to retain the
services of one or more additional sales and marketing personnel on a part or
full time basis from working capital from operations.
IMPACT OF INFLATION
We do not generally expect inflation to have a material impact upon our
operating results in the future. To the extent we experience cost increases and
are not able to increase our price to clients to offset the costs, such cost
increases will have to be recovered through operating efficiencies and improved
gross profit margins. There can be no assurances that our business will not be
so affected by inflation or that it will be able to absorb cost increases
through operating efficiencies or through price adjustments to customers and
remain competitive. In such event, our operating results may be adversely
impacted.
FLUCTUATION IN QUARTERLY RESULTS
Our business is generally subject to fluctuations in quarterly results,
as is customary in the retail business, and particularly within the apparel and
personal accessory retail sale industry.
LEGAL PROCEEDINGS
From time to time, we may be subject to lawsuits and claims, which may
arise out of our operations and are incidental to our business. We are not
subject to any current lawsuits or claims.
FACILITIES
Our Chief Executive Officer/President provides our executive office to
the Company on a rent free basis.
17
PLAN OF OPERATIONS
Our plan of operations during the next twelve months entails the
continued pursuit of our current business model and the continued operation of
our website.
We currently believe that we can satisfy our cash requirements as to
our current operations for approximately the next twelve months with current
cash on hand, and that we will not need to raise any additional funds during
such time period unless we decide to accelerate or expand our operational plans
utilizing cash other than revenues from operations.
We do not anticipate doing any product research and development during
the next twelve month period or purchasing any significant plant or equipment
during such time. We also do not expect any significant changes in the number of
our employees.
18
MANAGEMENT
The following person is our current director and executive officer as
of the date of this prospectus and has served in such positions since our
formation.
NAME AGE POSITION
---- ----- --------
Howard N. Kahn 46 Chairman of the Board, Director,
Chief Executive Officer, President,
Secretary, Treasurer
MR. HOWARD N. KAHN, is a principal in the law firm of Kahn & Chenkin, a
partnership of professional associations established in August 2002 located in
Davie, Florida. The primary focus of Mr. Kahn's legal practice involves
commercial litigation. He has also gained extensive experience in real estate
related matters, including the purchase and sale of real property, title matters
and commercial leasing, as well as foreclosure and landlord-tenant actions. Mr.
Kahn also devotes a portion of his practice to the representation of various
professionals with respect to their private disability insurance claims. Prior
to August 2002, Mr. Kahn was a shareholder in Cohen & Kahn, P.A. a law firm
which was established in April 2001.
In February 2004, Mr. Kahn formed The Red Hot Shack, LLC and The Red
Hot Shack 1, LLC, both Florida limited liability companies, for the purpose of
owning and operating a restaurant known as the Red Hot Shack, which is located
in Fort Lauderdale, Florida.
Mr. Kahn is also a member of Highland Title Company, LLC, a title
insurance company in the State of Florida established in September 2004.
A former Certified Public Accountant, Howard N. Kahn is also an
arbitrator for the National Association of Securities Dealers, Inc. Mr. Kahn
received his law degree from the University of Illinois College of Law and his
undergraduate degree from the University of Arizona. Mr. Kahn is licensed as an
attorney in both Florida and Illinois.
No current director, person nominated to become a director, executive
officer, promoter or control person of the Company has, within the past five
years:
o had any bankruptcy petition filed by or against any business or
which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to
that time;
o been convicted in a criminal proceeding or been subject to a
pending criminal proceeding (excluding traffic violations and
other minor offenses);
o been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
o been found by a court of competent jurisdiction (in a civil
action), the SEC, or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
DIRECTOR FEES
We do not currently pay director fees to any of our directors, but may
begin compensating outside directors at a reasonable fee to be determined for
meetings attended at such time as we may have one or more outside directors.
Meetings of directors are generally held once a month for a total of
approximately twelve meetings per year.
19
INTENDED STOCK OPTION PLAN
We may adopt an incentive based employee stock option plan for senior
management and key employees, the number of shares subject to and terms and
conditions of which are still to be determined. Any future issuances of such
options could dilute the voting rights, and economic interests of holders of
common stock.
ADVISORY BOARD; CONSULTANTS
We may form an advisory board comprised of persons with related
industry experience that may be compensated for serving in such capacity in cash
and/or Company securities.
We may also from time to time retain various consultants on a part-time
and/or project basis who may be compensated in such capacity in cash and/or
Company securities.
20
EXECUTIVE COMPENSATION
Our sole "named executive officer," as such term is in Item 402 (a)(2)
of Regulation S-B, did not receive any compensation for services rendered in any
capacity to the Company since our inception in July 2005 through our fiscal year
ended June 30, 2006.
We have not granted any stock options to anyone since our inception in
July 2005 nor have there been any stock option exercises in our fiscal year
ended June 30, 2006.
COMPENSATION OF DIRECTORS; EMPLOYMENT AGREEMENTS
Our sole officer and director does not receive any compensation for
serving as a member of the board of directors. As of the date hereof, we have
not entered into an employment agreement with our sole officer and do not intend
to enter into any employment contracts for the foreseeable future as we do not
currently anticipate the need for any additional senior level employees.
21
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of the date hereof, the shares of
common stock beneficially owned by each person known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of common stock, by
each officer and director, and by all officers and directors of the Company as a
group.
-------------------------------------- ---------------------------- -----------------------------------------------
Amount and Nature
Name and Address of of Beneficial Percentage of Class
Beneficial Owner Ownership (1) Before Offering After Offering
-------------------------------------- ---------------------------- -----------------------------------------------
Howard N. Kahn (2)(3) 4,833,000 16.11% 16.11%
c/o the Company
Joseph Maenza 9,666,667 32.21% 32.21%
3550 Biscayne Boulevard
Suite 310
Miami, Florida 33131
Michael Wojnicki 9,666,667 32.21% 32.21%
406 Ambrience Drive
Burs Ridge, Illinois 60527
Kain & Valinsky, P.A. 4,833,000 16.11% 16.11%
750 SE Third Avenue,
Suite 100
Fort Lauderdale, Fl 33316
-------------------------------------- ---------------------------- -----------------------------------------------
All Officers and Directors
as a Group (1) person 4,833,333 16.11% 16.11%
-------------------------------------- ---------------------------- -----------------------------------------------
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise noted, such person has sole
voting, investment and dispositive power.
(2) The address of the Company is 2924 Davie Road, Suite 200, Davie, Florida
33314.
(3) Mr. Kahn is the Chairman of the Board, a Director, Chief Executive Officer,
President, Secretary and Treasurer of the Company.
There is no arrangement or understanding currently known to the
Company, including any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change of control in the
Company.
22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our management as well as our three other largest shareholders,
received their shares of common stock for nominal consideration for services
rendered.
Two individuals who constitute our largest non-management shareholders
previously advanced the Company $36,500 for working capital and general
corporate purposes, which has been repaid in full.
23
DESCRIPTION OF SECURITIES
COMMON STOCK
We have authorized 100,000,000 shares of common stock, par value
$.00001 per share. As of the date hereof, 30,010,000 shares of common stock are
issued and outstanding.
Each shareholder is entitled to one vote for each share of common stock
owned of record. The holders of shares of common stock do not possess cumulative
voting rights, which means that the holders of more than fifty percent of the
outstanding shares voting for the election of directors can elect all of the
directors, and in such event the holders of the remaining shares will be unable
to elect any of the Company's directors. Action may be taken without a meeting
if a written consent setting forth the action taken is signed by holders of not
less than the minimum number of shares necessary to authorize the action if a
meeting of all shares entitled to vote were present and voted. If such consent
is obtained, within ten days thereof, written notice must be given to holders
who did not so consent.
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 may from time to time determine. Upon the
liquidation, dissolution, or winding up of the Company, the assets legally
available for distribution to the shareholders will be distributable ratably
among the holders of the shares outstanding at the time. Holders of the shares
of common stock have no preemptive, conversion, or subscription rights, and
shares are not subject to redemption. All outstanding shares of common stock
are, and the shares being offered hereby will be, fully paid and non-assessable.
PREFERRED STOCK
The Company has authorized 20,000,000 shares of "blank check" preferred
stock available for issuance, par value $.00001 per share none of which are
issued and outstanding as of the date hereof.
The Company's board of directors is authorized to issue such preferred
stock in one or more series and to fix the voting powers and the designations,
preferences and relative, participating, optional or other rights and
restrictions thereof. Accordingly, we may issue one or more series of preferred
stock in the future that will have preference over our common stock with respect
to the payment of dividends and upon our liquidation, dissolution or winding up
or have voting or conversion rights which could adversely effect the voting
power and percentage ownership of the holders of the preferred stock and common
stock.
DIVIDEND POLICY
We intend for the foreseeable future to retain earnings, if any, for
the future operation and expansion of our business and do not anticipate paying
dividends on our shares of common stock for the foreseeable future.
SHARES ELIGIBLE FOR FUTURE SALE
There is no public market for any of our securities, and no assurances
are given that a public trading market for our common stock will ever develop or
be sustained if developed. We intend to contact one or more broker-dealers
following the date of this prospectus to illicit their interest in making
application to the NASD to have our common stock listed on the OTCBB. We cannot
assure, however, that any such firm will have an interest in making such
application or that such application, if made, will be approved by the NASD. To
date, no steps have been taken by us to list our common stock on the OTCBB or
any exchange.
24
No prediction can be made of the effect, if any, that future market
sales, if any, of shares of common stock or the availability of such shares for
sale will have on any prevailing market price of the common stock following this
offering.
As our shares of common stock being offered hereby may not ever be
listed on NASDAQ, such shares will be subject to Rule 15g-9 under the Exchange
Act which imposes additional sale practice requirements on broker-dealers which
sell such securities to persons other than established customers and
institutional accredited investors. For transactions covered by this rule, a
broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
sale. Consequently, the rule may adversely affect the ability of holders of the
common stock to later sell such securities in the secondary market, if any.
TRANSFER AGENT
We presently act as our own transfer agent for the shares of our common
stock. We plan to retain the services of a transfer agent at or about such time
as when our shares of common stock may be listed for trading on the OTCBB or an
exchange.
ANTI-TAKEOVER PROVISIONS
Section 607.0902 of the Florida Business Corporation Act (the "Business
Corporation Act") generally provides that certain transactions involving Control
Shares (as defined below) of a corporation that has: (a) 100 or more
shareholders: (b) its principal place of business, its principal office, or
substantial assets in Florida, and (c) either (1) more than 10% of its
shareholders residing in Florida, (2) more than 10% of its shares owned by
Florida residents, or (3) 1,000 shareholders residing in Florida, must be
approved by a majority of each class of voting securities of the corporation
before the Control Shares will be granted any voting rights. "Control Shares"
are defined in the Business Corporation Act to be shares acquired in a Control
Share Acquisition (as defined below) that would entitle a person to exercise,
either directly or indirectly, 20% or more of all of the voting power of the
corporation's voting securities. A "Control Share Acquisition" is defined in the
Business Corporation Act as an acquisition, either directly or indirectly, by
any person of ownership of, or the power to direct the exercise of voting power
with respect to, outstanding Control Shares. Section 607.0902 of the Business
Corporation Act further provides that prior to the occurrence of a Control Share
Acquisition involving a Florida corporation, such corporation's articles of
incorporation or bylaws may specify that Section 607.0902 of the Florida
Business Corporation Act shall not apply to a Control Share Acquisition
involving the corporation. Our articles of incorporation expressly provide that
the Company not be subject to Section 607.0902.
REPORTS
Following the time that the registration statement of which this
prospectus is a part may be declared effective by the SEC, we will not be
required to furnish you with an annual report nor will we voluntarily send you
an annual report. We will be required to file reports with the SEC under section
15 (d) of the Exchange Act. Such reports will be filed electronically. The
reports we will be required to file are Forms 10-QSB, 10-KSB, and 8-K. You may
read copies of any materials we file with the SEC at the SEC's public reference
room at 100 F Street N.E., Washington D.C. 20549. You may obtain information on
the operation of the pubic reference room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an internet site that will contain copies of the reports
we file electronically. The address for the internet site is www.sec.gov.
25
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Business Corporation Act, as well as the Company's bylaws, contain
provisions entitling directors and officers of the Company to indemnification
from judgments, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees, as the result of an action or proceeding in which
they may be involved by reason of being or having been a director or officer of
the Company, provided said officers or directors acted in good faith.
In so far as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, or otherwise, we have been
informed that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
LEGAL MATTERS
An opinion has been delivered by Kain & Valinsky, P.A., Fort
Lauderdale, Florida, to the effect that the shares of common stock offered by
this prospectus are validly issued, fully paid and non-assessable.
EXPERTS
Daszkal Bolton LLP, an independent registered public accounting firm,
has audited our financial statements for the fiscal year ended June 30, 2006
which are included in this prospectus and elsewhere in the registration
statement. Our financial statements are included in reliance on Daszkal Bolton
LLP's report, given on its authority as experts in accounting and auditing.
FINANCIAL STATEMENTS
Our audited financial statements as of June 30, 2006 and for the period
from July 21, 2005 (inception) to June 30, 2006, and unaudited financial
statements as of September 30, 2006 and for the period ended July 21, 2005
(inception) to September 30, 2005, immediately follow.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have not been any changes in and/or disagreements with
accountants on accounting and financial disclosure which would otherwise be
required to be disclosed pursuant to Item 304 of Regulation S-B.
Condensed Balance Sheet as of September 30, 2006 (Unaudited) .......... F-2
Condensed Statements of Operations for the three months
ended September 30, 2006 and for the period from
July 21, 2005 (Inception) to June 30, 2005 (Unaudited) ........... F-3
Condensed Statement of Cash Flows for the three months
ended September 30, 2006 and for the period from
July 21, 2005 (Inception) to June 30, 2005 (Unaudited) ........... F-4
Notes to Condensed Financial Statements (Unaudited) .................. F-5
FINANCIAL STATEMENTS (JUNE 30, 2006) (AUDITED):
Report of Independent Registered Accounting Firm ....................... F-7
Balance Sheet as of June 30, 2006 ...................................... F-8
Statement of Operations for the period from July 21, 2005 (Inception)
to June 30, 2006 .................................................... F-9
Statement of Changes in Stockholders' Equity for the period
from July 21, 2005 (Inception) to June 30, 2006 ......................F-10
Statement of Cash Flows for the period from July 21, 2005
(Inception) to June 30, 2006 .........................................F-11
Notes to Financial Statements ...........................................F-12
F-1
ELUXURYHOUSE, INC.
CONDENSED BALANCE SHEET AS OF SEPTEMBER 30, 2006 (UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 28,950
--------
Total current assets 28,950
--------
Long-term and other assets:
Property and equipment, net 2,099
Intangible assets, net 26,889
--------
Total assets 57,938
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.00001 par value, 20,000,000 shares
authorized, -0- issued and outstanding --
Common stock, $.00001 par value, 100,000,000 shares
authorized 30,000,000 issued and outstanding 300
Additional paid-in capital 99,990
Accumulated deficit (42,352)
--------
Total stockholders' equity 57,938
--------
Total liabilities and stockholders' equity $ 57,938
========
See accompanying notes to condensed financial statements.
F-2
ELUXURYHOUSE, INC. CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2006 AND FOR THE PERIOD FROM JULY 21, 2005 (INCEPTION) TO
SEPTEMBER 30, 2005 (UNAUDITED)
July 21, 2005
Three Months Ended (Inception) to
September 30, September 30,
2006 2005
------------------ -------------
Net sales $ 1,132 $ 2,067
Cost of sales 691 1,261
------------ ------------
Gross profit 441 806
------------ ------------
Operating expenses:
Selling expenses 486 160
General and administrative 11,394 2,712
Depreciation and amortization 3,801 2,444
------------ ------------
Total operating expenses 15,681 5,316
------------ ------------
Loss from operations (15,240) (4,510)
Dividend income 95 --
------------ ------------
Net loss (15,145) (4,510)
Net loss per share, basic and diluted $ -- $ --
============ ============
Weighted average number of common and common
equivalent shares outstanding - basic and diluted $ 30,000,000 $ 29,000,000
============ ============
See accompanying notes to condensed financial statements.
F-3
ELUXURYHOUSE, INC. CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2006 AND FOR THE PERIOD FROM JULY 21, 2005 (INCEPTION) TO
SEPTEMBER 30, 2005
Cash flow from operating activities:
Net loss $(15,145) $ (4,510)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 3,801 2,444
Common stock issued for services -- 290
-------- --------
Net cash used in operating activities (11,344) (1,776)
-------- --------
Cash flows from investing activities:
Acquisition of intangible assets -- (20,000)
-------- --------
Net cash used in investing activities -- (20,000)
-------- --------
Cash flows from financing activities:
Proceeds from stockholder advances -- 30,000
Repayment of notes payable (8,000) --
Repayment of stockholder advances (1,500) --
-------- --------
Net cash provided by financing activities (9,500) 30,000
-------- --------
Net (decrease) increase in cash (20,844) 8,224
Cash at beginning of period 49,794 --
-------- --------
Cash at end of period $ 28,950 $ 8,224
======== ========
"Supplemental disclosure of non-cash investing and financing activities:
During the period from July 21, 2005 (Inception) to September 30, 2005," the
Company aquired intangible assets for $44,000, of which the Company issued a
note payable in the amount of $24,000.
The Company issued 29,000,000 shares of common stock for services valued at
$290.
See accompanying notes to condensed financial statements.
The accompanying condensed financial statements of eLuxury House, Inc (the
"Company") have been prepared without audit in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include
all the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of the management
of the Company, the accompanying unaudited financial statements contain all the
adjustments (which are of a normal recurring nature) necessary for a fair
presentation. Operating results for the three months ended September 30, 2006
are not necessarily indicative of the results that may be expected for the year
ending June 30, 2007. For further information, refer to the financial statements
and the notes thereto contained in the Company's registration statement on Form
SB-2 for the period from July 21, 2006 (Inception) to September 30, 2006, as
filed with the United States Securities and Exchange Commission.
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business.
As reflected in the accompanying financial statements, the Company has sustained
cumulative net losses of ($43,352) and has a negative cash flow from operations.
The ability of the Company to continue as a going concern is dependent on the
Company's ability to raise additional funds and implement its business plan. The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
Management's plans include the raising of additional capital through private or
public transactions and implementation of its business plan to increase
revenues.
Cash Equivalents
The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.
Long-Lived Assets
The Company reviews long-lived assets and certain identifiable intangibles held
and used for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. In
evaluating the fair value and future benefits of its intangible assets,
management performs an analysis of the anticipated undiscounted future net cash
flows of the individual assets over the remaining amortization period. The
Company recognizes an impairment loss if the carrying value of the asset exceeds
the expected future cash flows. There were no impairments of long-lived assets
during the periods presented.
F-5
ELUXURYHOUSE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Intangible Assets
The Company has capitalized website costs totaling $44,000 which was acquired in
August 5, 2005. The estimated useful life of the website has been evaluated and
determined to be three years. Capitalized website costs are classified within
Intangible Assets on the balance sheet.
Revenue Recognition
The Company recognizes revenue from its retail sales of merchandise and personal
accessories via the internet when the product is shipped to the customer.
Advertising
Costs incurred for advertising are charged to operations as incurred. For the
period three months ended September 30, 2006, advertising expense was $360.
Loss per Share
Basic and diluted net loss per common share for the periods presented have been
computed based upon the weighted average number of common shares outstanding.
NOTE 2 - RELATED PARTY TRANSACTIONS
During the period from July 21, 2005 (Inception) to June 30, 2006 two of the
Company's stockholders provided advances to the Company in the aggregate amount
of $36,500. As of September 30, 2006 all advances have been repaid.
NOTE 3 - SUBSEQUENT EVENTS
During November 2006, 10,000 shares of restricted common stock were issued for
$1,000.
F-6
[LOGO]
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
To the Board of Directors
eLuxury House, Inc.
We have audited the accompanying balance sheet of eLuxuryHouse, Inc. ("the
Company") as of June 30, 2006 and the related statement of operations, changes
in stockholders' equity and cash flows for the period from July 21, 2005
(Inception) to June 30, 2006. 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 the standards of the Public
Company Accounting Oversight Board (country-regionplaceUnited States). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion. (c) In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of eLuxuryHouse, Inc. at June 30,
2006, and the results of their operations and their cash flows for the period
from July 21, 2005 (Inception) to June 30, 2006 in conformity with accounting
principles generally accepted in the placecountry-regionUnited States of
America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, to the
financial statement the Company had a net loss of $27,207, a negative cash flow
from operations of $13,026, relied on cash inflows from a private placement
offering and advances from stockholders. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regards to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ DASZKAL BOLTON, LLP
Boca Raton, Florida
November 15, 2006
4455 Military Trail, Suite 201 Jupiter, FL 33458-3046
t: 561.367.1040 f: 561.624.1151
2401 NW Boca Raton Boulevard Boca Raton, FL 33431-6632
t: 561.367.1040 f: 561.750.3236
2700 West Cypress Creek Road, Suite D 126 Fort Lauderdale, FL 33309-1744
t: 954.974.3544 f: 954.974.3680
PCAOB Registered www.daszkalbolton.com Affiliated Offices Worldwide
F-7
ELUXURYHOUSE, INC.
BALANCE SHEET AS OF JUNE 30, 2006
ASSETS
Current assets:
Cash and cash equivalents $ 49,794
--------
Total current assets 49,794
--------
Long-term and other assets:
Property and equipment, net 2,233
Intangible assets, net 30,556
--------
Total assets 82,583
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Stockholder advances payable 1,500
Notes payable 8,000
--------
Total current liabilities 9,500
--------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.00001 par value, 20,000,000 shares
authorized, -0- issued and outstanding --
Common stock, $.00001 par value, 100,000,000 shares
authorized 30,000,000 issued and outstanding 300
Additional paid-in capital 99,990
Accumulated deficit (27,207)
--------
Total stockholders' equity 73,083
--------
Total liabilities and stockholders' equity $ 82,583
========
The accompanying notes are an integral part of these financial statements.
F-8
ELUXURYHOUSE, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JULY 21, 2005 (INCEPTION) TO JUNE 30, 2006
Net sales $ 10,566
Cost of sales 6,419
------------
Gross profit 4,147
------------
Operating expenses:
Selling expenses 5,300
General and administrative 12,163
Depreciation and amortization 13,891
------------
Total operating expenses 31,354
------------
Net loss before income taxes (27,207)
Income taxes --
------------
Net loss (27,207)
============
Net loss per share, basic and diluted $ --
============
Weighted average number of common and common
equivalent shares outstanding - basic and diluted $ 28,412,355
============
F-9
The accompanying notes are an integral part of these financial statements.
ELUXURYHOUSE, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 21, 2005 (INCEPTION) TO JUNE 30, 2006
Common Stock
----------- Additional
Paid-In Accumulated
Shares Amount Capital Deficit Total
---------- ---------- ---------- ---------- ----------
Balance, July 21, 2005 (Inception) -- $ -- $ -- $ -- $ --
Issuance of shares of common stock for services 29,000,000 290 -- -- 290
Issuance of shares of common stock for cash 1,000,000 10 99,990 100,000
Net (loss) for the period from July 21, 2005
(Inception) to June 30, 2006 -- -- -- (27,207) (27,207)
---------- ---------- ---------- ---------- ----------
Balance, June 30, 2006 30,000,000 $ 300 $ 99,990 $ (27,207) $ 73,083
=== ==== ========== ========== ========== ========== ==========
F-10
The accompanying notes are an integral part of these financial statements.
ELUXURYHOUSE, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 21, 2005 (INCEPTION) TO JUNE 30, 2006
Cash flow from operating activities:
Net loss $ (27,207)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 13,891
Common stock issued for services 290
---------
Net cash used in operating activities (13,026)
---------
Cash flows from investing activities:
Acquisition of property and equipment (2,680)
Acquisition of intangible assets (20,000)
---------
Net cash used in investing activities (22,680)
---------
Cash flows from financing activities:
Proceeds from issuance of common stock 100,000
Proceeds from stockholder advances 36,500
Repayment of notes payable (16,000)
Repayment of stockholder advances (35,000)
---------
Net cash provided by financing activities 85,500
---------
Net increase in cash 49,794
Cash at beginning of period --
---------
Cash at June 30, 2006 $ 49,794
=========
Supplemental disclosures of cash flow information:
Common stock issued for services $ 290
=========
"Supplemental disclosure of non-cash investing and financing activities:
The Company aquired intangible assets for $44,000, of which the Company issued a
note payable in the amount of $24,000."
The accompanying notes are an integral part of these financial statements.
F-11
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
eLuxury House, Inc. was incorporated in the State of StateplaceFlorida on July
21, 2005 for the principal purpose of conducting retail sales over the internet.
The Company is an internet based retailer of authentic designer merchandise
including handbags, wallets, belts, watches, jewelry and other personal
accessories offered at discount prices.
During August 2005, the Company acquired certain assets of IOS Interactive, Inc.
("IOS") that comprised a website ImageofStyle.com. for $44,000. The Company made
a cash payment of $20,000 at closing, and issued a $24,000 promissory note.
Going Concern
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business.
As reflected in the accompanying financial statements, the Company had a net
loss of $27,207 and a negative cash flow from operations of $13,026 for the
period from July 21, 2005 (Inception) to June 30, 2006. The ability of the
Company to continue as a going concern is dependent on the Company's ability to
raise additional funds and implement its business plan. The accompanying
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
Management's plans include the raising of additional capital through private or
public transactions and implementation of its business plan to increase
revenues.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents. The Company had no cash equivalent at
June 30, 2006.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make
estimates, judgments and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and the related disclosure of contingent
assets and liabilities. On an on-going basis, the Company evaluates its
estimates if any, including those related to the useful lives of long-lived
assets including property and equipment, and other intangible assets and
contingencies. Actual results could differ from those estimates.
Loss per Share
Basic and diluted net loss per common share for the period from July 21, 2005
(Inception) to June 30, 2006 is computed based upon the weighted average number
of common shares outstanding.
F-12
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Long-Lived Assets
The Company reviews long-lived assets and certain identifiable intangibles held
and used for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. In
evaluating the fair value and future benefits of its intangible assets,
management performs an analysis of the anticipated undiscounted future net cash
flows of the individual assets over the remaining amortization period. The
Company recognizes an impairment loss if the carrying value of the asset exceeds
the expected future cash flows. During the period from July 25, 2005 (Inception)
to June 30, 2006, there was no deemed impairment of long-lived assets.
Property and Equipment
Computers and office equipment are stated at cost less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful lives of the related assets, generally five years. The cost of
maintenance and repairs is expensed as incurred.
Intangible Assets
The Company has capitalized website costs totaling $44,000 which was acquired in
August 5, 2005. The estimated useful life of the website has been evaluated and
determined to be three years. Capitalized website costs are classified within
Intangible Assets on the balance sheet.
Revenue Recognition
The Company recognizes revenue from its retail sales of leather accessories via
the internet when the product is shipped to the customer.
Advertising
Costs incurred for advertising are charged to operations as incurred. For the
period from July 21, 2005 (inception) to June 30, 2006, advertising expense was
$1,800.
Recent Accounting Pronouncements
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections," a replacement of APB Opinion No. 20, "Accounting Changes" and SFAS
No. 3, "Reporting Accounting Changes in Interim Financial Statements" ("SFAS
154"). SFAS 154 changes the requirements for the accounting for, and reporting
of, a change in accounting principle. Previously, voluntary changes in
accounting principles were generally required to be recognized by way of a
cumulative effect adjustment within net income during the period of the change.
SFAS 154 requires retrospective application to prior periods' financial
statements, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. SFAS 154 is effective for
accounting changes made in fiscal years beginning after December 15, 2005;
however, the statement does not change the transition provisions of any existing
accounting pronouncements. The adoption of SFAS 154 did not have any effect on
the Company's financial position, cash flows or results of operations.
F-13
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - CONCENTRATION OF RISK
The Company maintains a bank account at one institution. The balance, at times,
may exceed federally insured limits. At June 30, 2006, the Company has not
exceeded the FDIC insured limits.
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the Company's financial statements, including cash,
stockholder advances payable and notes payable approximate fair value due to the
short term maturities of these instruments.
NOTE 5 - INTANGIBLE ASSETS, NET
At June 30, 2006 the intangible assets consisted of the following:
The purchase price is being amortized over a period of three years. Total
amortization expense for the period from July 21, 2005 (Inception) to June 30,
2006 was $13,444. Remaining amortization on the purchase price of the website
will be expensed as follows:
2007 $14,667
2008 14,667
2009 1,222
$30,556
NOTE 6 - PROPERTY AND EQUIPMENT, NET
Property and equipment at June 30, 2005 consisted of the following:
Total depreciation expense for the period from July 21, 2005 (Inception) to July
30, 2006 was $447.
F-14
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - NOTES PAYABLE
At June 30, 2006, notes payable consisted of the following:
Promissory note, payable in monthly
installments of $2,000, due October 2006 $ 8,000
NOTE 8 - STOCKHOLDERS' EQUITY
Under the articles of incorporation, the Company is authorized to issue
20,000,000 shares of preferred stock and 100,000,000 shares of common stock with
a par value of $.00001 per share.
A. Stock Issues for Services
On August 1, 2005 the Company issued shares of restricted common stock in the
amounts of 4,833,333, 4,833,333, 9,666,667 and 9,666,667 (29,000,000 in the
aggregate) to its initial shareholders, having a nominal value of $290 for
services rendered.
B. Stock Issues for Cash
During February and March 2006, the Company issued 1,000,000 shares or
restricted common stock for cash proceeds in the amount of $100,000.
NOTE 9 - RELATED PARTY TRANSACTIONS
During the period from July 21, 2005 (Inception) to June 30, 2006 two of the
Company's stockholders provided advances to the Company in the aggregate amount
of $36,500. As of June 30, 2006 the amounts unpaid were $1,500 and are included
in stockholder advances payable.
NOTE 10 - INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rages is recognized in income in the
period that includes the enactment date.
There was no current or deferred income tax expense (benefit) for the period
from July 21, 2005 (Inception) to June 30, 2006. The deferred tax asset of
$10,238 arising from the Company's ability to carry forward its net operating
losses of $27,207 to future years expiring at various dates through 2020 has
been fully offset by a valuation allowance because it is more likely than not
that the deferred tax asset will not be utilized. This net operating loss
carryforward may be restricted in future years under Section 382 of the Internal
Revenue Code.
F-15
ELUXURYHOUSE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 10 - INCOME TAXES, continued
Deferred Tax Valuation Deferred Tax
Asset, Gross Allowance Asset, Net
Balance, July 21, 2005 $ -- $ -- $ --
Increase during year 10,238 10,238 --
------ ------ ------
Balance, June 30, 2006 $10,238 10,238 --
======= ====== ======
NOTE 11 - SUBSEQUENT EVENTS
During November 2006, 10,000 shares of restricted common stock were issued for
$1,000.
F-16
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act, as well as the Company's bylaws,
contain provisions entitling directors and officers of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorney's fees, as the result of an action or proceeding in
which they may be involved by reason of being or having been a director or
officer of the Company, provided said officers or directors acted in good faith.
In so far as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, or otherwise, we have been
informed that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:
SEC Filing Fee $ 9.30
Printing, Other $2,500.00
TOTAL $2,509.30
RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the Registrant sold the following securities
without registering the securities under the Securities Act, based upon the
limited number of offerees, their relationship to the company, the number of
shares offered, the size of the offering, and the manner of such offerings:
An aggregate of 29,000,000 shares of common stock in August 2005 pursuant to
Section 4(2) under the Securities Act to three persons and one entity for
services rendered, valued at par value per share.
In February and March 2006, an aggregate of 1,000,000 shares of common stock
pursuant to Rule 506 under the Securities Act to accredited investors, at a
price of $.10 per share, for an aggregate of $100,000. An additional 10,000
shares were sold to an accredited investor in October 2006 at a price of $.10
per share for an aggregate of $1,000. All of such proceeds were and are being
used for working capital and general corporate purposes.
EXHIBITS
The following documents are filed herewith:
Exhibit No. Document Description
----------- -----------------------
3.1 Articles of Incorporation
3.2 Bylaws
4.1 Specimen Stock Certificate
5.1 Opinion of Kain & Valinsky, P.A. regarding the securities
being registered
23.1 Consent of Daszkal Bolton, LLP
II-1
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
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 set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which is registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424 (b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
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 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.
Insofar as indemnification for liabilities arising under the Securities Act or
1933 (the "Act") may be permitted to directors, officer and controlling persons
of the registrant pursuant to the forgoing 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 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 of 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.
Each prospectus filed pursuant to Rule 424 (b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430 B or other than prospectuses filed in reliance on Rule 430 A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
II-2
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 of filing on Form SB-2 and authorized this registration
statement signed on its behalf by the undersigned, in the City of Davie, State
of Florida on February 13, 2007.
eLUXURYHOUSE, INC.
By: /s/ Howard N. Kan
----------------------------
Howard N. Kahn, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dated stated:
/s/ Howard N. Kahn
----------------------------
Howard N. Kahn,
Director, Principal Executive,
Financial and Accounting Officer
Date: February 13, 2007
II-3
EXHIBIT 3.1
FILED
2005 JUL 21 PM 2:44
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF INCORPORATION
OF
eLUXURYHOUSE, INC.
The undersigned, a natural person competent to contract, does hereby
make, subscribe and file these Articles of Incorporation for the purpose of
organizing a corporation under the laws of the State of Florida.
ARTICLE I
CORPORATE NAME
The name of the Corporation shall be: eLuxuray House, Inc.
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
The principal office and mailing address of the Corporation is 4000
Hollywood Boulevard, Suite 400 North, Hollywood, Florida 33021.
ARTICLE III
CAPTIAL STOCK
The maximum number of shares that this Corporation shall be authorized
to issue and have outstanding at any one time shall be 120,000,000 which are to
be divided into two classes as follows:
100,000,000 shares of common stock, par value $.00001 par value
20,000,000 shares of preferred stock, par value $.00001 par value
The preferred stock may be created and issued from time to time in one
or more series and with such designations, rights, preferences, conversion
rights cumulative, relative, participating, optional or other rights, including
voting rights, qualifications, limitations or restrictions thereof as shall be
stated and expressed in the resolution or resolutions providing for the creation
and issuance of such preferred stock as may be adopted from time to time in the
sole discretion by the Corporation's Board of Directors pursuant to the
authority in this paragraph given.
In accordance with Section 607.10025(7) of the Florida Business
Corporation Act, upon the effectiveness of a combination, as such term is
defined in Section 607.10025(1) of such Act, the authorized shares of the
classes or series affected by the combination shall not be reduced or otherwise
affected by the percentage by which the issued shares of such class or series
were reduced as a result of the combination.
ARTICLE IV
REGISTERED AGENT AND
INITIAL REGISTERED OFFICE IN FLORIDA
The Registered Agent and the street address of the initial Registered
Office of this Corporation in the State of Florida shall be:
Howard N. Kahn
4000 Hollywood Boulevard, Suite 400 North
Hollywood, Florida 33021
ARTICLE V
INCORPORATOR
The name and address of the person signing these Articles of Incorporation as
the Incorporator is:
Howard N. Kahn
4000 Hollywood Boulevard, Suite 400 North
Hollywood, Florida 33021
2
ARTICLE VI
INDEMNIFICATION
This Corporation shall indemnify and director, officer, employee or
agent of the Corporation to the fullest extent permitted by Florida law.
ARTICLE VII
AFFILIATED TRANSACTIONS
This Corporation expressly elects not to be governed by Section
607.0901 of the Florida Business Corporation Act, as amended from time to time,
relating to affiliated transactions.
ARTICLE VIII
CONTROL SHARE ACQUISITIONS
This Corporation expressly elects not to be governed by Section
607.0902 of the Florida Business Corporation Act, as amended from time to time,
relating to control share acquisitions.
INCORPORATOR:
/s/ Howard N. Kahn
------------------
Howard N. Kahn
THE UNDERSIGNED, named as the registered agent in Article IV of these
Articles of Incorporation, hereby accepts the appointment as such registered
agent, and acknowledges that he is familiar with, and accepts the obligations
imposed upon registered agents under, the Florida Business Corporation Act,
including specifically Section 607.0505.
REGISTERED AGENT
/s/ Howard N. Kahn
------------------
Howard N. Kahn
3
Exhibit 3.2
BYLAWS
OF
eLUXURYHOUSE, INC. .
a Florida corporation
BYLAWS
TABLE OF CONTENTS (PAGE 1 OF 3)
Page
I DEFINITIONS ............................................. 1
II. SHAREHOLDERS ............................................ 2
2.1 Place of Meetings ............................. 2
2.2 Annual Meeting ................................ 2
2.3 Special Meetings .............................. 2
2.4 Fixing Record Date ............................ 2
2.5 Notice of Meetings of Shareholders ............ 3
2.6 Waiver of Notice .............................. 4
2.7 List of Shareholders .......................... 5
2.8 Quorum of Shareholders; Adjournment ........... 5
2.9 Voting of Shares .............................. 5
2.10 Ballots ....................................... 6
2.11 Proxies ....................................... 6
2.12 Selection and Duties of Inspectors at
Meetings of Shareholders ...................... 6
2.13 Organization .................................. 7
2.14 Order of Business ............................. 8
2.15 Action by Shareholders Without a Meeting ...... 8
III. DIRECTORS ............................................... 9
3.1 General Powers ................................ 9
3.2 Nominations for Directors ..................... 10
3.3 Number; Qualification; Term of Office ........ 10
3.4 Election ...................................... 10
3.5 Newly Created Directorships and Vacancies ..... 10
3.6 Resignations .................................. 10
3.7 Removal of Directors .......................... 10
3.8 Compensation .................................. 10
3.9 Place and Time of Meetings of the Board ....... 11
3.10 Annual Meeting ................................ 11
3.11 Regular Meetings .............................. 11
3.12 Special Meetings .............................. 12
3.13 Adjourned Meetings ............................ 12
3.14 Waiver of Notice .............................. 12
3.15 Organization .................................. 13
3.16 Quorum of Directors ........................... 13
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TABLE OF CONTENTS (PAGE 2 OF 3)
Page
3.17 Action by the Board ........................... 13
IV. COMMITTEES OF THE BOARD ................................. 14
V. OFFICERS ................................................ 15
5.1 Officers ...................................... 15
5.2 Removal of Officers ........................... 15
5.3 Resignations .................................. 15
5.4 Vacancies ..................................... 16
5.5 Compensation .................................. 16
5.6 Chairman ...................................... 16
5.7 President ..................................... 17
5.8 Vice Presidents ............................... 18
5.9 Secretary ..................................... 18
5.10 Treasurer ..................................... 18
5.11 Assistant Secretaries and Assistant
Treasurers ..................................... 19
VI. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC ........... 19
6.1 Execution of Contracts ........................ 19
6.2 Loans ......................................... 20
6.3 Checks, Drafts, Etc ........................... 20
6.4 Deposits ...................................... 20
VII. STOCK AND DIVIDENDS ..................................... 20
7.1 Certificates Representing Shares .............. 20
7.2 Transfer of Shares ............................ 21
7.3 Transfer and Registry Agents .................. 22
7.4 Lost, Destroyed, Stolen and Mutilated
Certificates .................................. 22
7.5 Regulations ................................... 22
7.6 Restriction on Transfer of Stock .............. 23
7.7 Dividends, Surplus, Etc ....................... 23
VIII. INDEMNIFICATION ......................................... 24
IX. BOOKS AND RECORDS ....................................... 24
9.1 Books and Records ............................. 24
9.2 Form of Records ............................... 24
9.3 Inspection of Books and Records ............... 25
X. SEAL .................................................... 25
II
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TABLE OF CONTENTS (PAGE 3 OF 3)
XI. FISCAL YEAR ............................................. 25
XII. SECURITIES OF OTHER ENTITIES ............................ 25
XIII. GENDER .................................................. 26
XIV. AMENDMENTS .............................................. 26
III
BYLAWS
BYLAWS
OF
eLUXURYHOUSE, INC.
(a Florida corporation)
ARTICLE I
DEFINITIONS
As used in these Bylaws, the term:
1.1 "Articles of Incorporation" means the initial articles of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.
1.2 "Assistant Secretary" means an Assistant Secretary of the
Corporation.
1.3 "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.
1.4 "Board" means the Board of Directors of the Corporation.
1.5 "Business Corporation Act" means the Florida Business Corporation
Act, Section 607.0101 et seq. of the Florida Statutes, as amended from time to
time.
1.6 "Bylaws" means the initial bylaws of the Corporation, as amended,
supplemented or restated from time to time.
1.7 "Chairman" means the Chairman of the Board of the Corporation.
1.8 "Corporation" means eLUXURYHOUSE, INC., a Florida corporation.
1.9 "Directors" means the directors of the Corporation.
1.10 "President" means the President of the Corporation.
1.11 "Secretary" means the Secretary of the Corporation.
1.12 "Shareholders" means the shareholders of the Corporation.
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1.13 "Treasurer" means the Treasurer of the Corporation.
1.14 "Vice President" means a Vice President of the Corporation.
ARTICLE II
SHAREHOLDERS
2.1 Place of Meetings. Every meeting of shareholders shall be held at
the office of the Corporation or at such other place within or without the State
of Florida as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.
2.2 Annual Meeting. A meeting of shareholders shall be held annually
for the election of directors and the transaction of any other business that may
come before the meeting. The time and place of the meeting shall be as
determined by the Board and designated in the notice of meeting.
2.3 Special Meetings. A special meeting of shareholders, unless
otherwise prescribed by statute, may be called at any time by the Board, by the
Chairman, by the President or by the holders of not less than ten percent (10%)
of the outstanding shares entitled to vote at any meeting of the shareholders.
At any special meeting of shareholders only such business may be transacted as
is related to the purpose or purposes of such meeting set forth in the notice
thereof given pursuant to Section 2.5 of the Bylaws or in any waiver of notice
thereof given pursuant to Section 2.6 of the Bylaws.
2.4 Fixing Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
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or exchange of stock, or for the purpose of any other lawful action, the Board
may fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than 70 days before the date of such
meeting, nor more than 60 days prior to any other action. If no such record date
is fixed:
(a) the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the day immediately preceding the day on which notice is given, or,
if notice is waived, at the close of business on the day immediately preceding
the day on which the meeting is held.
(b) the record date for determining shareholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the first written
consent is expressed.
(c) the record date for determining shareholders for any
purpose other than those specified in Sections 2.4(a) and 2.4(b) shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto. When a determination of shareholders entitled to notice of or to vote
at any meeting of shareholders has been made as provided in this Section 2.4,
such determination shall apply to any adjournment thereof, unless the Board
fixes a new record date for the adjourned meeting.
2.5 Notice of Meetings of Shareholders. Except as otherwise provided in
Sections 2.4 and 2.6 of the Bylaws, whenever under the Business Corporation Act
or the Articles of Incorporation or the Bylaws, shareholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. A copy of the notice of
any meeting shall be given, personally or by mail, not less than 10 nor more
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than 60 days before the date of the meeting, to each shareholder entitled to
notice of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the shareholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the Corporation that the notice required by this Section 2.5
has been given shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been transacted
at the meeting as originally called. If, however, the adjournment is for more
than 120 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
shareholder of record entitled to vote at the meeting.
2.6 Waivers of Notice. Whenever notice is required to be given to any
shareholder under any provision of the Business Corporation Act or the Articles
of Incorporation or the Bylaws, a written waiver thereof, signed by the
shareholder entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a shareholder at a meeting
shall constitute a waiver of notice of such meeting, except when the shareholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the shareholders need be specified in any
written waiver of notice.
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2.7 List of Shareholders. The Secretary shall prepare and make, or
cause to be prepared and made, at least 10 days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city 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 shareholder who is
present.
2.8 Quorum of Shareholders: Adjournment. The holders of a majority of
the shares of stock entitled to vote at any meeting of shareholders, present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at such meeting. When a quorum is once present to organize a
meeting of shareholders, it is not broken by the subsequent withdrawal of any
shareholder or shareholders. The holders of a majority of the shares of stock
present in person or represented by proxy at any meeting of shareholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place.
2.9 Voting of Shares. Unless otherwise provided in the Articles of
Incorporation, every shareholder of record shall be entitled at every meeting of
shareholders to one vote for each share of capital stock standing in his name on
the record of shareholders determined in accordance with Section 2.4 of the
Bylaws. The provisions of Sections 607.0721, 607.0723, and 607.0724 of the
Business Corporation Act shall apply in determining whether any shares of
capital stock may be voted and the persons, if any, entitled to vote such
shares, but the Corporation shall be protected in treating the persons in whose
names shares of capital stock stand on the record of shareholders as owners
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thereof for all purposes. At any meeting of shareholders at which a quorum is
present to organize the meeting), all matters, except as otherwise provided by
law or by the Articles of Incorporation or by the Bylaws, shall be decided by a
majority of the votes cast at such meeting by the holders of shares of capital
stock present in person or represented by proxy and entitled to vote thereon,
whether or not a quorum is present when the vote is taken.
2.10 Ballots. All elections of directors shall be by written ballot. In
voting on any other question on which a vote by ballot is required by law or is
demanded at the commencement of the meeting by any shareholder entitled to vote,
the voting shall be by ballot. Each ballot shall be signed by the shareholder
voting or by his proxy, and shall state the number of shares voted. On all other
questions, the voting shall be by voice vote.
2.11 Proxies. Every shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy.
The validity and enforceability of any proxy shall be determined in accordance
with Section 607.0722 of the Business Corporation Act.
2.12 Selection and Duties of Inspectors at Meetings of Shareholders.
The Board, in advance of any meeting of shareholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his duties, 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 his ability. The inspector or inspectors shall determine the
number of shares outstanding and the voting power of each, the shares
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represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspector or inspectors shall take a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate made by the inspector or inspectors shall be prima facie evidence of
the facts stated and of the vote as certified by him or them.
2.13 Organization. At every meeting of shareholders, the Chairman, or
in the absence of the Chairman, the President, or in the absence of both the
Chairman and the President, a Vice President, and in case more than one Vice
President shall be present, that Vice President designated by the Board (or in
the absence of any such designation, the most senior Vice President, based on
age, present) shall act as chairman of the meeting. The Secretary, or in his
absence one of the Assistant Secretaries, shall act as secretary of the meeting.
In case none of the officers above designated to act as chairman or secretary of
the meeting, respectively, shall be present, a chairman or a secretary of the
meeting, as the case may be, shall be chosen by a majority of the votes cast at
such meeting by the holders of shares of capital stock present in person or
represented by proxy and entitled to vote at the meetings.
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2.14 Order of Business. The order of business at all meetings of
shareholders shall be as determined exclusively by the chairman of the meeting.
2.15 Action by Shareholders Without a Meeting. (a) Any action required
or permitted to be taken at an annual or special meeting of shareholders may be
taken without a meeting, without prior notice, and without a vote, if the action
is taken by the holders of issued and outstanding stock entitled to vote thereon
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. In order to be effective, the action must be
evidenced by one or more written consents describing the action taken, dated and
signed by approving shareholders having the requisite number of votes entitled
to vote thereon, and delivered to the Corporation by delivery to its principal
office. No written consent shall be effective to take the corporate action
referred to therein unless, within 60 days of the date of the earliest dated
consent delivered in the manner required by this Section 2.15, written consents
signed by the number of holders required to take action are delivered to the
Corporation.
(b) Any written consent may be revoked prior to the date that
the Corporation receives the required number of consents to authorize the
proposed action. No revocation is effective unless in writing and until received
by the Corporation at its principal office.
(c) Within 10 days after obtaining authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing or who are not entitled to vote on the action. The notice shall fairly
summarize the material features of the authorized action and, if the action is
one for which dissenters' rights are provided by law or the Articles of
Incorporation, the notice shall contain a clear statement of the right of
shareholders dissenting therefrom to be paid the fair value of their shares upon
compliance with applicable law.
(d) Whenever action is taken pursuant to written consent, the
written consent or consents of the shareholders consenting thereto or the
written reports of the inspectors appointed to tabulate such consents shall be
filed with the minutes of proceedings of shareholders of the Corporation.
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ARTICLE III
DIRECTORS
3.1 General Powers. Except as otherwise provided in the Articles of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Articles of Incorporation or the Bylaws
or applicable laws, as it may deem proper for the conduct of its meetings and
the management of the Corporation. In addition to the powers expressly conferred
by the Bylaws, the Board may exercise all powers and perform all acts which are
not reviewed, by the Bylaws or the Articles of Incorporation or by law, to be
exercised and performed by the shareholders.
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3.2 Nominations for Directors. Nominations for election to the Board
may be made by the Board or by any holder of shares of any outstanding class of
capital stock of the Corporation entitled to vote for the election of directors.
Nominations other than those made by the Board shall be made by notification in
writing delivered to the Secretary not less than 20 nor more than 50 days prior
to any annual or special meeting of shareholders called for the election of
directors; provided, however that if less than 28 days notice of such meeting is
given to shareholders, such nomination shall be delivered to the Secretary not
later than the close of business on the seventh day following the day on which
the notice of such meeting was mailed to shareholders.
3.3 Number: Qualification: Term of Office. The Board shall at all times
consist of not less than one nor more than seven persons as the Board shall
determine. Directors need not be shareholders. Each Director shall hold office
until his successor is elected and qualified or until his earlier death,
resignation or removal.
3.4 Election. Directors shall, except as otherwise required by law or
by the Articles of Incorporation, be elected by a plurality of the votes cast at
a meeting of shareholders at which a quorum is present by the holders of shares
entitled to vote in the election.
3.5 Newly Created Directorships and Vacancies. Unless otherwise
provided in the Articles of Incorporation, newly-created directorships resulting
from an increase in the number of directors and vacancies occurring in the Board
for any other reason, including the removal of Directors, shall be filled by
vote of a majority of the Directors then in office, although less than a quorum,
or by a sole remaining director. A Director elected to fill a vacancy shall be
elected to hold office for a term expiring at the next annual meeting of
shareholders, or until his earlier death, resignation or removal.
3.6 Resignations. Any Director may resign at any time by written notice
to the Corporation. Such resignation shall take effect at the time there in
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective.
3.7 Removal of Directors. Any or all of the Directors may be removed
from office at any time, with or without cause, as is provided in Section
607.0808 of the Business Corporation Act.
3.8 Compensation. Each Director, in consideration of his service as
such, shall be entitled to receive from the Corporation such amount per annum or
such fees for attendance at directors' meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties. Each Director
who shall serve as a member of any committee of directors in consideration of
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his serving as such shall be entitled to such additional amount per annum or
such fees for attendance at committee meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in the performance of his duties. Nothing contained in this
Section 3.8 shall preclude any Director from serving the Corporation or its
subsidiaries in any other capacity and receiving compensation therefor.
3.9 Place and Time of Meetings of the Board. Meetings of the Board,
regular or special, may be held at any place within or without the State of
Florida. The times and places for holding meetings of the Board may be fixed
from time to time by resolution of the Board or (unless contrary to resolution
of the Board) in the notice of the meeting.
3.10 Annual Meeting. On the day when and at the place where the annual
meeting of shareholders for the election of directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.12
of the Bylaws for special meetings of the Board or in a waiver of notice
thereof.
3.11 Regular Meetings. Regular meetings of the Board may be held at
such times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice. If any day fixed for a regular meeting of the Board shall be a
Saturday or Sunday or a legal holiday at the place where such meeting is to be
held, then such meeting shall be held at the same hour at the same place on the
first business day thereafter which is not a Saturday, Sunday or legal holiday.
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3.12 Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman, by the President or by any two or more
Directors. Notice of each special meeting of the Board shall, if mailed, be
addressed to each director at the address designated by him for that purpose or,
if none is designated, at his last known address at least 10 days before the
date on which the meeting is to be held; or such notice shall be sent to each
director at such address by telegraph, cable, telefax or wireless, or be
delivered to him personally, not later than five days before the date on which
such meeting is to be held. Every such notice shall state the time and place of
the meeting but need not state the purposes of the meeting, except to the extent
required by law. If mailed, each notice shall be deemed given when deposited,
with postage thereon prepaid, in a post office or official depository under the
exclusive care and custody of the United States post office department. Such
mailing shall be by first class mail.
3.13 Adjourned Meetings. A majority of the Directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Notice of any
adjourned meeting of the Board need not be given to any Director, whether or not
he was present at the time of the adjournment. Any business may be transacted at
any adjourned meeting that might have been transacted at the meeting as
originally called.
3.14 Waiver of Notice. Whenever notice is required to be given to any
Director or member of a committee of directors under any provision of the
Business Corporation Act or of the Articles of Incorporation or Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated there in, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
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objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any
written waiver of notice.
3.15 Organization. At each meeting of the Board, the Chairman of the
Corporation, or in the absence of the Chairman, the President, or in the absence
of both, a chairman chosen by a majority of the Directors present, shall
preside. The Secretary shall act as secretary at each meeting of the Board. In
case the Secretary shall be absent from any meeting of the Board, an Assistant
Secretary shall perform the duties of secretary at such meeting; and in the
absence from any such meeting of the Secretary and all Assistant Secretaries,
the person presiding at the meeting may appoint any person to act as secretary
of the meeting.
3.16 Quorum of Directors. A quorum for the transaction of business or
of any specified item of business at any meeting of the Board shall consist of a
majority of the Directors.
3.17 Action by the Board. All corporate action taken by the Board or
any committee thereof shall be taken at a meeting of the Board or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board or of 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. Members of the Board or any
committee designated by the Board may participate in a meeting of the Board or
of 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, and participation in a meeting pursuant to this
Section 3.17 shall constitute presence in person at such meeting. Except as
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otherwise provided by the Articles of Incorporation or by law, the vote of a
majority of the Directors (including those who participate by means of
conference telephone or similar communications equipment) present at the time of
the vote, if a quorum is present at such time, shall be the act of the Board.
ARTICLE IV
COMMITTEES OF THE BOARD
The Board may, by resolution passed by a majority of the entire Board,
designate one or more committees, each committee to consist of one or more of
the Directors. 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 a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board 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 in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Articles of Incorporation or
Bylaws, adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the shareholders a
dissolution of the Corporation or a revocation of a dissolution, declaring or
paying any dividend or other distribution in respect of the stock of the
Corporation, issuing or selling stock of the Corporation or acquiring issued and
outstanding stock of the Corporation.
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ARTICLE V
OFFICERS
5.1 Officers. The Board shall elect as officers, a Chairman, a
President, a Secretary and a Treasurer, and may elect or appoint one or more
Vice Presidents and such other officers as it may determine. The Board may use
descriptive words or phrases to designate the standing, seniority or area of
special competence of the Vice Presidents elected or appointed by it. Each
officer shall hold his office until his successor is elected and qualified or
until his earlier death, resignation or removal in the manner provided in
Section 5.2 of the Bylaws. Any two or more offices may be held by the same
person. The Board may require any officer to give a bond or other security for
the faithful performance of his duties, in such amount and with such sureties as
the Board may determine. All officers as between themselves and the Corporation
shall have such authority and perform such duties in the management of the
Corporation as may be provided in the Bylaws or as the Board may from time to
time determine.
5.2 Removal of Officers. Any officer elected or appointed by the Board
may be removed by the Board with or without cause. The removal of an officer
without cause shall be without prejudice to his contract rights, if any. The
election or appointment of an officer shall not of itself create contract
rights.
5.3 Resignations. Any officer may resign at any time by so notifying
the Board, the Chairman or the President in writing. Such resignation shall take
effect at the date of receipt of such notice or at such later time as is therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective. The resignation of an officer shall
be without prejudice to the contract rights of the Corporation, if any.
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5.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the Bylaws for the regular
election or appointment to such office.
5.5 Compensation. Salaries or other compensation of the officers may be
fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
director.
5.6 Chairman. The Chairman shall be the chief executive officer of the
Corporation and shall have general supervision over the business of the
Corporation; subject, however, to the control of the Board and of any duly
authorized committee of Directors. He shall preside at all meetings of the
Shareholders and of the Board. He may, with the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer, sign certificates for shares of
capital stock of the Corporation. He may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments, except in
cases where the signing and executing thereof shall be expressly delegated by
the Board or by the Bylaws to some other officer or agent of the Corporation, or
shall be required by law otherwise to be signed or executed; and, in general, he
shall perform all duties incident to the office of Chairman and such other
duties as from time to time may be assigned to him by the Board.
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5.7 President. The President shall be the chief operating officer of
the Corporation and shall have general supervision over the day-to-day affairs
of the Corporation, subject, however, to the control of the Chairman, the Board
and any duly-authorized committee of directors. The President shall, if the
Chairman shall not be present, preside at meetings of the shareholders and at
meetings of the Board. He may, with the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer, sign certificates for shares of
capital stock of the Corporation. He may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments, except in
cases where the signing and execution thereof shall be expressly delegated by
the Board or by the Bylaws to some other officer or agent of the Corporation, or
shall be required by law otherwise to be signed or executed; and, in general, he
shall perform all duties incident to the office of President and such other
duties as from time to time may be assigned to him by the Board.
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5.8 Vice Presidents. At the request of the President, or, in his
absence, at the request of the Board, the Vice Presidents shall (in such order
as may be designated by the Board or, in the absence of any such designation, in
order of seniority based on age) perform all of the duties of the President and
so acting shall have all the powers of, and be subject to all restrictions upon,
the President. Any Vice President may, with the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer, sign certificates for shares of
capital stock of the Corporation. Any Vice President may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated by the Board or by the Bylaws to some other officer
or agent of the Corporation, or shall be required by law otherwise to be signed
or executed. Each Vice President shall perform such other duties as from time to
time may be assigned to him by the Board, by the Chairman or by the President.
5.9 Secretary. The Secretary, if present, shall act as secretary of all
meetings of the shareholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given and
served; he may, with the Chairman, the President or a Vice President, sign
certificates for shares of capital stock of the Corporation; he shall be
custodian of the seal of the Corporation and may seal with the seal of the
Corporation, or a facsimile thereof, all certificates for shares of capital
stock of the Corporation and all documents the execution of which on behalf of
the Corporation under its corporate seal is authorized in accordance with the
provisions of the Bylaws; he shall have charge of the stock ledger and also of
the other books, records and papers of the Corporation relating to its
organization and management as a Corporation, and shall see that the reports,
statements and other documents required by law are properly kept and filed; and
shall, in general, perform all the duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the Board,
by the Chairman or by the President.
5.10 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositories of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the
Bylaws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books to be kept by him or
under his direction full and adequate account of all moneys received or paid by
him for the account of the Corporation; have the right to require, from time to
BYLAWS
18
time, reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation from the
officers or agents transacting the same; render to the Chairman, the President
or the Board, whenever the Chairman, the President or the Board, respectively,
shall require him so to do, an account of the financial condition of the
Corporation and of all his transactions as Treasurer; exhibit at all reasonable
times his books of account and other records to any of the Directors upon
application at the office of the Corporation where such books and records are
kept; and, in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board, by the Chairman or by the President; and he may sign with the
Chairman, the President or a Vice President certificates for shares of capital
stock of the Corporation.
5.11 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board, by the Chairman or by the President. Assistant Secretaries and Assistant
Treasurers may, with the Chairman, the President or a Vice President, sign
certificates for shares of capital stock of the Corporation.
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
6.1 Execution of Contracts. The Board may authorize any officer,
employee or agent, in the name and on behalf of the Corporation, to enter into
any contract or execute and satisfy any instrument, and any such authority may
be general or confined to specific instances or otherwise limited.
BYLAWS
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6.2 Loans. The Chairman, the President or any other officer, employee
or agent authorized by the Bylaws or by the Board may effect loans and advances
at any time for the Corporation from any bank, trust company or other
institution or from any firm, corporation or individual and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
certificates or evidences of indebtedness of the Corporation, and, when
authorized by the Board so to do, may pledge and hypothecate or transfer any
securities or other property of the Corporation as security for any such loans
or advances. Such authority conferred by the Board may be general or confined to
specific instances or otherwise limited.
6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.
6.4 Deposits. The funds of the Corporation not otherwise employed shall
be deposited from time to time to the order of the Corporation in such banks,
trust companies or other depositories as the Board, the Chairman or the
President may select or as may be selected by an officer, employee or agent of
the Corporation to whom such power may from time to time be delegated by the
Board, the Chairman or the President.
ARTICLE VII
STOCK AND DIVIDENDS
7.1 Certificates Representing Shares. The shares of capital stock of
the Corporation shall be represented by certificates in such form (consistent
with the provisions of Section 607.0625 of the Business Corporation Act) as
shall be approved by the Board. Such certificates shall be signed by the
Chairman, the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the
seal of the Corporation or a facsimile thereof. The signatures of the officers
BYLAWS
20
upon a certificate may be facsimiles, if the certificate is countersigned by a
transfer agent or registrar other than the Corporation itself or its employee.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon any certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may, unless otherwise ordered by the Board, 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.
7.2 Transfer of Shares. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly-authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital stock properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Canceled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation. A
person in those name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to receive dividends, to vote as
such owner and for all other purposes as respects the Corporation. No transfer
of shares of capital stock shall be valid as against the Corporation, its
shareholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.
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7.3 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.
7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of
any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond in such form, in such sums and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer agents and
registrars against any claim that may be made against any of them on account of
the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.
7.5 Regulations. The Board may make such rules and regulations as it
may deem expedient, not inconsistent with the Bylaws or with the Articles of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.
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7.6 Restriction on Transfer of Stock. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 607.0627 of the Business Corporation Act and noted
conspicuously on the certificate representing such capital stock, may be
enforced against the holder of the restricted capital stock or any successor or
transferee of the holder including an executor, personal representative,
administrator, trustee, guardian or other fiduciary entrusted with like
responsibility for the person or estate of the holder. Unless noted
conspicuously on the certificate representing such capital stock, a restriction,
even though permitted by Section 607.0627 of the Business Corporation Act, shall
be ineffective except against a person with actual knowledge of the restriction.
A restriction on the transfer or registration of transfer of capital stock of
the Corporation may be imposed either by the Articles of Incorporation or by an
agreement among any number of shareholders or among such shareholders and the
Corporation. No restriction so imposed shall be binding with respect to capital
stock issued prior to the adoption of the restriction unless the holders of such
capital stock are parties to an agreement or voted in favor of the restriction.
7.7 Dividends, Surplus, etc. Subject to the provisions of the Articles
of Incorporation and of law, the Board may: (a) declare and pay dividends or
make other distributions on the outstanding shares of capital stock in such
amounts and at such time or times as, in its discretion, the condition of the
affairs of the Corporation shall render it advisable;"
(b) use and apply, in its discretion, any of the surplus of
the Corporation in purchasing or acquiring any shares of capital stock of the
Corporation, or purchase warrants or options therefor, in accordance with law,
or any of its bonds, debentures, notes, scrip or other securities or evidences
of indebtedness; and
(c) set aside from time to time out of such surplus or net
profits such sum or sums as, in its discretion, it may think proper, as a
reserve fund to meet contingencies, or for equalizing dividends or for the
purpose of maintaining or increasing the property or business of the
Corporation, or for any purpose it may think conducive to the best interests of
the Corporation.
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ARTICLE VIII
INDEMNIFICATION
The corporation shall indemnify and hold harmless its directors,
officers, employees and agents to the fullest extent permitted by the laws of
the State of Florida.
ARTICLE IX
BOOKS AND RECORDS
9.1 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
shareholders, the Board and any committee of the Board. The Corporation shall
keep at its principal office or at the office of the transfer agent or registrar
of the Corporation a record containing the names and addresses of all
shareholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.
9.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, floppy disks, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible written form within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled to inspect the same.
9.3 Inspection of Books and Records. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
inspection of the shareholders.
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ARTICLE X
SEAL
The Board may adopt a corporate seal which shall be in the form of a
circle and shall bear the full name of the Corporation, the year of its
incorporation and the word "Florida."
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board.
ARTICLE XII
SECURITIES OF OTHER ENTITIES
Unless otherwise provided by resolution of the Board, the President
may, from time to time, appoint one or more attorneys or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a shareholder or otherwise in
any corporation or other entity, any of whose shares or securities may be held
by the Corporation, at meetings of the holders of stock or other securities of
such corporation or other entity, or to consent in writing to any action by any
such corporation or other entity, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and may
execute or cause to be executed on behalf of the Corporation and under its
corporate seal, or otherwise, such written proxies, consents, waivers or other
instruments as he may deem necessary or proper in his discretion; or the
President may himself attend any meeting of the holders of the stock or other
securities of any such corporation or other entity and thereat vote or exercise
any or all other powers of the Corporation as the holder of such stock or other
securities of such corporation or other entity.
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ARTICLE XIII
GENDER
As used in these Bylaws, the masculine gender shall extend to and shall
include the feminine and the neuter genders.
ARTICLE XIV
AMENDMENTS
These Bylaws may not be amended, modified, altered, changed or
repealed, in whole or in part, unless such amendment, modification, alteration,
change or repeal is approved by a majority of the Directors at a meeting of the
Board at which a quorum is present.
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26
EXHIBIT 4.1
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
ELUXURY HOUSE, INC.
TOTAL AUTHORIZED ISSUE See Reverse for
100,000,000 SHARES PAR VALUE $.00001 EAC Certain
COMMON STOCK Definitions
THIS IS TO CERTIFY THAT SPECIMEN IS THE OWNER OF
---------- ----------
SPECIMEN fully paid and
-------------------------- --------------------------
non-assessable shares of the above Corporation transferable only on the books of
the Corporation by the holder hereof in person or by duly authorized Attorney
upon surrender of this Certificate properly endorsed.
WITNESS, the seal of the Corporation and the signatures of its duly authorized
officers.
DATED
------------------------------ [SEAL] ------------------------------
Howard N. Kahn, Secretary Howard N. Kahn, President
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -as tenants in common UNIF TRANSFERS MIN ACT Custodian
---- ------
(Cust) (Minor)
TEN ENT -as tenants by the entireties under Uniform Transfers to Minors
Act
------------------------------------
JT TEN -as joint tenants with right of (State)
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above list
For Value received hereby sell, assign and transfer unto
Please Insert Social Security or Other
Identifying Number of Assignee
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
Represented by the within Certificate, and do hereby irrevocably constitute and
appoint
Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated
In Presence of
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTICATE IN EVERY APRTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER
EXHIBIT 5.1
KAIN & VALINSKY, P.A.
ATTORNEYS AT LAW
750 SOUTHEAST THIRD AVENUE
SUITE 100
FORT LAUDERDALE, FLORIDA 33316
TELEPHONE (954) 768-0678
TELECOPIER (954) 768-0158
February 13, 2007
eLuxuryHouse, Inc.
2924 Davie Road, Suite 200
Davie, Florida 33314
Gentlemen:
We have been requested to issue our opinion as to the legal status of
1,010,000 shares of the common stock of eLuxuryHouse, Inc., a Florida
corporation ("Company"), which are being registered for resale by their
respective owners with the Securities and Exchange Commission pursuant to a
registration statement on Form SB-2 under the Securities Act of 1933, as
amended.
In connection with the foregoing, we have examined copies of the
Company's Articles of Incorporation, Bylaws, and relevant resolutions of the
Company's Board of Directors.
Based upon the foregoing, we are of the opinion that the 1,010,000
shares of the Company's common stock being registered for resale pursuant to a
registration statement on Form SB-2 have been, and will be if and when sold,
validly authorized, issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the subject
registration statement on Form SB-2 and to the use of our name in the prospectus
that comprises part of such registration statement under the caption "Legal
Matters."
Sincerely,
/s/Kain & Valinsky, P.A.
Kain & Valinsky, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form SB-2 of eLuxury
House, Inc. our report dated November 15, 2006 relating to our audit of the
financial statements, appearing in the Prospectus, which is part of this
Registration Statement.
We also consent to the reference to our firm under the captions "Experts" and
"Selected Financial Data" in such Prospectus.
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