UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
MAGIC LANTERN GROUP, INC.
(Exact name of the registrant as specified in its charter)
Nevada 88-0343834
(State of Organization) (I.R.S. Employer
Identification No.)
2278 Heflin Ave, Las Vegas, NV 89119
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (702) 798-
4764
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common
ITEM 1. BUSINESS
(a) General Development of Business
Magic Lantern Group, Inc., (the "Company") was organized as
a Nevada corporation on August 22, 1995, for the purpose of
providing consultants and managers to the Restaurant, Bar,
Nightclub, and Gaming Industries in Southern Nevada. The Company
is in the process of recruiting top managers from these
industries to apply their expertise in opening new restaurants,
bars, taverns, nightclubs, and small casinos for individuals and
corporations who are new to the area and are seeking to expand
into Clark County. Additionally, the Company contacts properties
that are experiencing operating difficulties and looking for a
solution to improve their performance. No assurances can be given
that the Company's goals will be achieved.
The Company's offices are located at 2278 Heflin Ave., Las
Vegas, NV 89119.
(b) Narrative Description of Business
The Company is a start-up management and consulting business
which caters to Restaurant, Bar/Tavern, Nightclub, and Casino
businesses, all of which are abundant in Nevada on a twenty-four
hour basis. The Company is engaged primarily in assisting
struggling properties by entering into a management contract to
turn that particular business around within a certain time frame,
and to increase its net revenues by a negotiable percentage. The
Company is seeking new industry-related businesses looking to
open or expand into Southern Nevada that do not have the
contacts, expertise, or management to accomplish these goals.
(c) Business Plan
The Company is working to establish a Management Company for
the purpose of providing consultants and managers to the
Restaurant, Bar, Nightclub, and Gaming Industries in Southern
Nevada. The Company is recruiting top managers from these
industries who will use their expertise in opening new
restaurants, bars, taverns, nightclubs and small casinos for
individuals and corporations. Our management team comes in from
the very beginning to help find suitable locations for the type
of patrons our client(s) seek, assisting the client in locating
the proper size and type of building, negotiating leases, filing
for business, liquor, and gaming licenses, contacting architects
and contractors, hiring key personnel, setting up accounting
procedures, contacting vendors for food, beverages and business
supplies, and handling of all the advertising and promotions
through our own in-house agency.
The Company has a small office. The current officers and
directors are overseeing the various projects the Company will
undertake. The Company will do selective mailings to companies
outside of Las Vegas who are successfully franchising their
business and may wish to expand into the Las Vegas area.
Additionally, the Company contacts the various food and beverage
suppliers who know of troubled properties whose ownership is
looking for assistance. The Company will generate revenues by
charging a one-time, up-front fee determined by the scope of the
management contract, plus a negotiable percentage of the Gross
Income of the property, including moneys from food and beverage
sales, gaming where applicable, advertising agency fees, and
merchandising. The Company needs a minimum of at least five
properties to be in a positive cash flow position.
Within six months, the Company hopes to have a minimum of
ten properties under contract for its professional management and
consulting services, and over twenty-five by the end of its
fiscal year. The ideal composition would be at least five
restaurants, ten bars/taverns, five nightclubs and five small
casinos under contract. Within twelve months, the Company hopes
to employ a minimum of twelve full time and five part time
employees, and within two years have a full time staff of twenty
plus people. After the first 36 months in business, the Company
hopes to enter join ventures with some of its clients to open new
properties in which the Company would have equal ownership of the
property. There is no assurance that the Company's business plan
and objective will be achieved.
The Company began by trying to pursue a large number of
potential projects at the same time and found itself spread too
thin to make any meaningful contacts. The Company now believes it
is better off concentrating on one larger project to use as a
"showpiece" for attracting other projects. It is believed that by
pooling the Company's current resources, the Company will be able
to attract that one showpiece client.
The Company changed its strategy for gathering clients.
Initially the company let it be known in the industries that they
were available, then waiting for inquiries from troubled
properties. The Company now believes it needs to be more
aggressive in obtaining clients. The Company had discussed the
prospects of going after a very large property, possibly an
older, closed property on the Las Vegas Strip. After some
discussion and informal talks with real estate professionals, the
Company determined the property would require a capital infusion
well in excess of the Company's fund-raising capability. Smaller
to medium sized properties are more within the Company's
abilities.
The Company is looking at properties in bankruptcy or on the
verge of bankruptcy. One property identified is a Cafe with two
locations in Las Vegas. It ended up deeply in debt, declaring
bankruptcy and finally having its doors closed by the taxing
authorities. An intermediary of the Company has had contact with
one of the debtors who feels the Cafe was a viable, but
mismanaged, enterprise. This is the type of project that the
Officers and Directors feel the Company could handle. While the
Cafe case is tied up in court, the Company is attempting to come
up with a viable funding and management plan which could be
presented to the Cafe and the court.
Recently a Las Vegas restaurant announced it was
contemplating bankruptcy. Management has begun discussing whether
the Company is interested in pursuing this restaurant. Because it
is still operating, this undertaking would be less capital
intensive. The Company has not yet decided whether to make
preliminary inquiries about this project.
The Company believes that a vast market exists in the Las
Vegas area for its services. One trend which the Company believes
will be helpful in expanding the market for its services is the
current number of cigar stores or smoking lounges. The Company
believes that the cigar hysteria has peaked and that the rash of
the new openings will result in a large number of troubled
properties. The recent enactment of a law banning smoking in bars
or taverns in California may provide for new opportunities in the
Las Vegas market. Management intends to watch closely for
opportunities this law creates during the new year.
(d) Sales And Marketing
The Company markets itself mainly by using the following
sales and marketing techniques:
* ADVERTISING IN LOCAL PUBLICATIONS
* SELECTIVE MAILINGS TO COMPANIES OUTSIDE LAS VEGAS WHO
ARE SUCCESSFUL FRANCHISORS WISHING TO EXPAND IN LAS
VEGAS
* CONTACTING VARIOUS FOOD AND BEVERAGE SUPPLIERS WHO KNOW
OF TROUBLED PROPERTIES LOOKING FOR SOLUTIONS TO IMPROVE
THEIR BUSINESSES
* PROVIDING PRESS RELEASES ABOUT THE NEW BUSINESS
ITEM 2. FINANCIAL INFORMATION
The Registrant's financial data presented below has been
derived from the Financial Statements of Magic Lantern Group,
Inc. a Nevada Corporation, including the notes thereto, appearing
as an exhibit to this statement.
MAGIC LANTERN GROUP, INC.
(a Development Stage Company)
Year Ended December 31
<TABLE>
<S> <C> <C> <C>
1997 1996 1995
Summary of Operations
Revenues $0 $0 $0
General, Selling, and Administrative $12,591 $1,718 $204
Expenses
Net Loss $12,591 $1,718 $204
Net Loss per Common Share $.1006 $.0279 $.0034
Summary Balance Sheet Data
Total Assets $13,678 $1,028 $1,296
</TABLE>
ITEM 3. PROPERTIES
The Company presently occupies space at the home of the
President of the Corporation free of charge which is located at
2278 Heflin Ave., Las Vegas, NV 89119
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) Principal Shareholders
The following table sets forth, as of the date of this
Memorandum, the outstanding shares of Common Stock of the Company
owned of record or beneficially by each person who owned of
record, or was known by the Company to own beneficially, more
than 5% of the Company's Common Stock, and the name and share
holdings of each officer and director and all officers and
directors as a group.
<TABLE>
<S> <C> <C> <C>
Title of Name and address Amount of beneficial Percent of
Class of beneficial owner Ownership class
Common Christopher Anderson 630,000 12.88%
c/o J. Panebianco
2278 Heflin Ave.
Las Vegas, NV 89119
Common Joseph Panebianco 630,000 12.88%
2278 Heflin Ave.
Las Vegas, NV 89119
Common Sam Distefano 630,000 12.88%
2278 Heflin Ave.
Las Vegas, NV 89119
</Table
>
(b) Officers and Directors
The following table sets forth, as of the date of this
Memorandum, the outstanding shares of Common Stock of the Company
owned of record or beneficially by each Officer and Director of
the Company.
</TABLE>
<TABLE>
<S> <C> <C> <C>
Title of Name and address Amount of beneficial Percent of
Class of beneficial owner Ownership class
Common Christopher Anderson 630,000 12.88%
c/o J. Panebianco
2278 Heflin Ave.
Las Vegas, NV 89119
Common Joseph Panebianco 630,000 12.88%
2278 Heflin Ave.
Las Vegas, NV 89119
Common Sam Distefano 630,000 12.88%
2278 Heflin Ave.
Las Vegas, NV 89119
Common Michael L. Eaton 120,000 2.45%
2278 Heflin Ave.
Las Vegas, NV 89119
</TABLE>
ITEM 5. DIRECTORS AND OFFICERS
The names, addresses, ages and respective positions of the
current directors and officers of the Company are as follows:
<TABLE>
<S> <C> <C>
Name Age Position
Joseph Panebianco 34 President
2278 Heflin Ave.
Las Vegas, NV 89119
Sam Distefano 67 Secretary/Treasurer
2278 Heflin Ave.
Las Vegas, NV 89119
Michael L. Eaton 60 Vice President /
2278 Heflin Ave. Director
Las Vegas, NV 89119
</TABLE>
Joseph Panebianco
Joseph Panebianco age 34, is the President of the Company.
He will be in charge of putting together the management team,
supervision of all projects, budget preparations, accounting,
site acquisitions, setting up offices, and interfacing with all
clients using the Company's services. He is responsible for
corporate filings, forming a board of directors, writing the
policies and procedures manual, and preparing all of the
corporate reports.
Mr. Penebianco has over ten years experience in the
restaurant and bar industry, where he has worked as a waiter,
bartender, bar manager, and business manager. Currently, Mr.
Penebianco is employed by TGI Fridays, which is one of the most
successful restaurants in the United States today.
EMPLOYMENT HISTORY
Mar. 1984 to Present - TGI FRIDAYS, Las Vegas, Nevada
89119
EDUCATION
University of Nevada, Las Vegas - Las Vegas, NV
Currently pursuing a Bachelor of Science Degree in
Hotel Administration
Paul Smith's College - Saranac Lake, NY
Associate of Science degree in Hotel Management
Sam Distefano
Sam Distefano, age 67, is the Secretary/Treasurer. He will
be in charge of entertainment in all aspects of the business, to
include hiring of entertainers, disc jockeys and promotional
personnel who will work in the various properties. He will review
all talent contracts, authorize and approve entertainment
budgets, and oversee sales and catering when applicable.
Mr. Distefano has over forty years experience in the
Entertainment Industry. He was the Vice-President of
Entertainment for all Playboy Clubs in the United States, United
Kingdom, Bahamas and Japan. His most recent position was that of
Vice President of Entertainment for five years at the Riviera
Hotel and Casino.
EMPLOYMENT HISTORY
1984 to Present - RIVIERA HOTEL, Las Vegas, NV 89109
EDUCATION
University of Miami, Coral Gables, Florida
Bachelor of Business Administration, 1957
Roosevelt University, Chicago, Illinois, 1955
University of Illinois, Chicago, Illinois, 1945
Michael L. Eaton
Michael Eaton, age 60, is the Vice-President of the Company.
He will be in charge of all corporate operations and will set up
the business of the Company in the managing of the various
properties. Mr. Eaton will be responsible for supervising the day
to day operations of the business and coordinating all the
department heads, project managers, team leaders, and client
relations. He will also set the Company's protocol for data
processing, accounting and information systems.
Mr. Eaton has 35 years experience in the gaming and aviation
industries, and has served as President of a corporation,
Director of Quality Control, and manager of maintenance.
EMPLOYMENT HISTORY
<TABLE>
<S> <C>
1994- Columbine Ventures - President of Corporation
present
1994- Jet West Airlines - Director of Maintenance
present
1993-1994 Grand Airways - Director Quality Control
1992- 1993 Family Airlines - Las Vegas, Nevada- Director Quality
Control
1992-1992 Imperial Palace - Las Vegas, Nevada- Company Maintenance
Representative
1992-1992 Private Airline Consultant - Las Vegas, Nevada
1990-1991 AeroTest, Inc. - Mojave, California- Supervisor, Manager,
Planning/Production
1989-1990 Private Jet Expeditions - Wichita, Kansas- Chief Inspector
1987-1988 Neptune Aircraft Services - Las Vegas, Nevada- Director Of
Maintenance
1984-1987 SunWorld Airlines - Las Vegas, Nevada- Manager Of
Maintenance
1958-1983 Continental Airlines - Denver, Colorado- Supervisor, lead
mechanic
1967-1969 Colorado Aerotech - Broomfield, Colorado- Classroom and Shop
Instructor
</TABLE>
EDUCATION
Purdue University, Lafayette, Indiana.
Associate Degree in Aviation Technology.
ITEM 6. EXECUTIVE COMPENSATION
{a} No Officer or Director is receiving any remuneration at
this time.
{b} There are no annuity, pension, or retirement benefits
proposed to be paid to officers, directors, or employees of the
corporation in the event of retirement at normal retirement date
pursuant to any presently existing plan provided or contributed
to by the corporation or any of its subsidiaries.
{c} No remuneration other than that reported in paragraph
(a) of this item is proposed to be in the future directly or
indirectly by the corporation to any officer or director under
any plan which is presently existing.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the space in the home of the President of the
Company, which is used free of charge, there are no relationships
or transactions which require disclosure.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company does not currently intend to pay cash dividends.
The Company's proposed policy is to make distributions when
appropriate. Because the Company does not intend to make cash
distributions during the first fiscal year, potential
shareholders would need to sell their shares to realize a return
on their investment. Because the Company is a start-up company,
there can be no assurances of the projected values of their
shares, nor can there be any guarantees of the Company's success.
A Distribution of revenues will be made only when, in the
judgement of the Company's Board of Directors, it is in the best
interest of the Company's stockholders to do so. The Board of
Directors will review, among other things, the investment quality
and marketability of the securities considered for distribution;
the impact of a distribution of the investee's securities on its
customers, joint venture associates, management contracts, other
investors, financial institutions, and the company's internal
management; tax consequences and the market effects of an initial
or broader distribution of such securities.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On October 20, 1995 the Officers and Directors purchased a
total of 60,000 shares of restricted stock for $1,500.00.
On July 3, 1996, the Officers and Directors purchased an
additional 3,000 shares of restricted stock for $1,100.
On May 9, 1997, the Company issued 100,000 shares of its
common stock for a total of $25,000, pursuant to Regulation D,
Rule 504.
On March 3, 1998, the Company's common stock was split, with
each share of common stock being exchanged for 30 shares of
common stock. As this occurred after December 31, 1997, it is not
reflected in the audited financial statements appearing as
exhibits to this statement.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The securities to be registered are one mil, $0.001, par
value common equity stock. The shares are non-assessable, without
pre-emptive rights and non-cumulative voting.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to
shareholders for errors in judgment or other acts, or omissions
not amounting to intentional misconduct, fraud or a knowing
violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the company if they
were not engaged in intentional misconduct, fraud or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to
the Company as fiduciaries, which means such officers and
directors are required to exercise good faith and integrity in
handling the Company's affairs. A shareholder may be able to
institute legal action on behalf of himself and all others
similarly situated shareholders to recover damages where the
Company has failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative suit to
enforce their rights, including rights under certain federal and
state securities laws and regulations. Shareholders who have
suffered losses in connection with the purchase or sale of their
interest in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the company.
ITEM 13. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA
The financial statements and supplemental data required by
this Item 13 follow the index of financial statements appearing
at Item 15 of this Form 10.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 15. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
STATEMENT OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENT OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
Board of Directors January 30, 1998
Magic Lantern Group, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Magic
Lantern Group, Inc., (A Development Stage Company), as of
December 31, 1997, December 31, 1996, and December 31, 1995, and
the related statements of operations, stockholders' equity and
cash flows for the three years ended December 31, 1997, December
31, 1996, and December 31, 1995. These financial statements are
the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Magic Lantern Group, Inc., (A Development Stage Company), as
of December 31, 1997, December 31, 1996, and December 31, 1995,
and the results of its operations and cash flows for the three
years ended December 31, 1997, December 31, 1996, and December
31, 1995, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, the Company has
suffered recurring losses from operations and has no established
source of revenue. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in
regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might
result from outcome of this uncertainty.
/S/ Barry L. Friedman
Certified Public Accountant
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C> <C>
December 31, December 31, December 31,
1997 1996 1995
ASSETS
CURRENT ASSETS:
Cash $13,481 $757 $951
TOTAL CURRENT ASSETS $13,481 $757 $951
OTHER ASSETS; $197 $271 $345
Organizational Costs
(Net)
TOTAL OTHER ASSETS $197 $271 $345
TOTAL ASSETS $13,678 $1,028 $1,296
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES;
Accounts Payable $591 $350 $0
TOTAL CURRENT $591 $350 $0
LIABILITIES
STOCKHOLDERS' EQUITY;
Common stock, $0.001
par value,
authorized 50,000,000
shares
issued and outstanding
December 31, 1995 - $60
60,000 shares
December 31, 1996 - $63
63,000 shares
December 31, 1997 - $163
163,000 shares
Additional paid-in $27,437 $2,537 $1,440
Capital
Deficit accumulated -14,513 -1922 -204
during development
stage
TOTAL STOCKHOLDERS' $13,087 $678 $1,296
EQUITY
TOTAL LIABILITIES AND $13,678 $1,028 $1,296
STOCKHOLDERS' EQUITY
</TABLE>
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATION
<TABLE>
<S> <C> <C> <C> <C>
Year Year Year August 23, 1995
Ended Ended Ended (inception) to
Dec. 31, Dec. 31, Dec. 31, Dec. 31, 1997
1997 1996 1995
INCOME:
Revenue $0 $0 $0 $0
EXPENSES:
Accounting $1,150 $650 $150 $1,950
Bank Charges 36 90 29 155
Filing Fees 215 715 0 930
Legal Expense 8,326 0 0 8,326
Office Expense 0 189 0 189
Printing 290 0 0 290
Sales Commission 2,500 0 0 2,500
Amortization of 74 74 25 173
organization costs
Total Expenses $12,591 $1,718 $204 $14,513
Net Profit/Loss(-) ($12,591) ($1,718) ($204) ($14,513)
Net Profit/Loss ($0.1006) ($0.0279) ($0.0034) ($0.1608)
(-) Per weighted
Share (Note1)
Weighted average 125,192 61,484 60,000 90,271
Number of common
Shares outstanding
</TABLE>
See accompanying notes to financial statements & audit
report
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Stock Additional Retained
Shares Amount paid-in Earnings Total
Capital
October 20, 1995 60,000 $60 $1,440 $1,500
Issued for cash
Net Loss, Aug. 23, -$204 -$204
1995 (inception) to
Dec. 31, 1995
Balance Dec. 31, 1995 60,000 $60 $1,440 -$204 $1,296
July 3, 1996 3,000 3 1,097 $1,100
Issued for cash
Net loss -1,718 -1,718
year ended Dec. 31,
1996
Balance, Dec. 31, 1996 63,000 $63 $2,537 -$1,922 $678
March 7, 1997 100,000 100 24,900 25,000
Issued for cash
Net loss -12,591 -12,591
year ended Dec. 31,
1997
Balance, Dec. 31, 1997 163,000 $163 $27,437 -$14,513 $13,087
</TABLE>
See accompanying notes to financial statements & audit report.
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C>
August 28, 1995
Year Ended Year Ended Year Ended (inception) to
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1995 Dec. 31, 1997
Cash Flows from Operating
Activities:
Net Loss -$12,591 -$1,718 -$204 -$14,513
Amortization +74 +74 +25 +173
Cash flows from Investing
activities
Organization Costs 0 0 -370 -370
Cash Flows from Financing
Activities:
Increase in Accounts +241 +350 0 +591
Payable
Issuance of common stock +25,000 +1,100 +1,500 +27,600
Net increase (decrease) +$12,724 -$194 $951 $13,481
in cash
Cash, Beginning of period 757 951 0 0
Cash, end of period $13,481 $757 $951 $13,481
</TABLE>
See accompanying notes to financial statements & audit report
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, December 31, 1996, and December 31, 1995
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 23, 1995, under the laws of
the State of Nevada, as Magic Lantern Group, Inc. The Company
currently has no operations and, in accordance with SFAS #7, is
considered a development stage company.
On October 20, 1995, the company issued 60,000 shares of its
$0.001 par value common stock for $1,500.00.
On July 3, 1996, the Company issued 3,000 shares of its
$0.001 par value common stock for $1,100.00.
On May 19, 1997, the Company issued 100,000 shares of its
$0.001 par value common stock for $25,000.00.
NOTE 2- ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined
except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average
number of shares of common shares outstanding.
3. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid since
inception.
4. Organization costs of $370.00 are being amortized over a
60 month period commencing November 23, 1995, to November 22,
2000.
NOTE 3- GOING CONCERN
The company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern. It is management's plan
to seek additional capital through a merger with an existing
operating company.
MAGIC LANTERN GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, December 31, 1996, and December 31, 1995
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
NOTE 5- RELATED PARTY TRANSACTION
The company neither owns or leases any real or personal
property. Office services are provided without charge by a
director. Such costs are immaterial to the financial statements
and, accordingly, have not been reflected therein. The officers
and directors of the Company are involved in other business
activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
LIST OF EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
SIGNATURES
Pursuant to the requirements of Section 12 of the Section of
the Securities Exchange Act of 1934, the Registrant has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Magic Lantern Group, Inc.
Dated:
By: /s/ Joseph Panebianco
Joseph Panebianco, President
Exhibit 3.1 Articles of Incorporation
ARTICLES OF INCORPORATION
of
MAGIC LANTERN GROUP, INC.
The undersigned, being of the age of majority, file Articles of
Incorporation to conduct business in corporate form according to
Chapter 78 (Private Corporation Act) of the statutes and the law
of the State of Nevada.
1.0 NAME
The name of the corporation is MAGIC LANTERN GROUP, INC.
2.0 DURATION
The period of duration of the Corporation is perpetual.
3.0 PURPOSES AND POWERS
3.1 PURPOSES
The purposes for which the Corporation is organized are
as follows:
3.1.1 To do everything necessary, proper, advisable, or
convenient for the accomplishment of the foregoing purposes, and
to do all things incidental to them or connected with them that
are not forbidden by the Nevada Private Corporation Act
(hereinafter "Act"), by other law, or by these Articles.
3.1.2 To carry on any other activities and business lawful in
Nevada or the United States of America.
3.2 POWERS
The Corporation, subject to any specific written
limitations or restrictions imposed by the Act or by these
Articles of Incorporation, shall have the right to and may
exercise the following powers:
3.2.1 To have and exercise all powers specified in the
Private Corporation Act of Nevada;
3.2.2 To enter into lawful arrangement for sharing profits,
deferring compensation, making and entering into pension plans
and the like for it's employees; to enter into reciprocal
associations, joint ventures, partnerships, cooperative
associations, limited liability companies and other similar
activities;
3.2.3 To make any guaranty respecting stocks, dividends,
securities, indebtedness, interest, contracts, or other
obligations created by any domestic or foreign corporations,
associations, partnerships, individuals, or other entities;
3.2.4 Each of the foregoing clauses of this Section shall be
construed as independent powers and the matters expressed in each
clause shall not, unless otherwise expressly provided, be limited
by reference to, or inference from, the terms of any other
clause. The enumeration of specific powers shall not be construed
as limiting or restricting in any manner either the meaning of
general terms used in any of these clauses, or the scope of the
general powers of the Corporation created by them nor shall the
expression of one thing in any of these clauses be deemed to
exclude another not expressed, although it be of like nature.
3.2.5 The corporation shall not engage in the trust, banking,
insurance or railroad business.
3.3 CARRYING OUT OF PURPOSES AND EXERCISE OF POWERS IN ANY
JURISDICTION
The Corporation may carry out its purposes and exercise
it's powers in any state territory, district, or possession
of the United States, or in any foreign country, to the
extent that these purposes and powers are not forbidden by
the law of the state, territory, district, or possession of
the United States, or by the foreign country; and it may
limit the purpose or purposes that it proposes to carry out
or the powers it proposes to exercise in any application to
do business in any state, territory, district, or possession
of the United States or foreign country.
3.4 DIRECTION OF PURPOSES AND EXERCISE OF POWERS BY DIRECTORS
The Directors, subject to any specific written
limitations or restrictions imposed by the Act or by these
Articles of Incorporation, shall direct the carrying out of
the purposes and exercise the powers of the Corporation
without previous authorization or subsequent approval by the
shareholders of the Corporation.
4.0 SHARES
4.1 NUMBER
The aggregate number of the shares that the Corporation
shall have authority to issue shall be 50,000,000 shares of
common stock, each share having a par value of 1 mil. All
shares shall be common, voting, and non-assessable.
4.2 DIVIDENDS
The holders of the Capital Stock shall be entitled to
receive, when and as declared by the Board of Directors,
solely out of unreserved and unrestricted earned surplus,
dividends payable either in cash, in property, or in shares
of the Capital Stock.
No dividends shall be paid if the source out of which
it is proposed to pay the dividend is due to or arises from
unrealized appreciation in value or from a revaluation of
assets; or if the corporation is incapable of paying its
debts as they become due in the usual course of business.
4.3 CUMULATIVE VOTING; PRE-EMPTIVE RIGHTS
There shall be no cumulative voting for Directors. Pre-
emptive rights shall not be granted.
5.0 MINIMUM CAPITAL
The Corporation will not commence business until consideration of
the value of at least $1,000 has been received.
6.0 REGULATION OF INTERNAL AFFAIRS
6.1. BYLAWS
The initial Bylaws shall be adopted by the Board of
Directors. The power to alter, amend, or repeal the Bylaws
or to adopt new Bylaws shall be vested in the Board of
Directors. The Bylaws may contain provisions for the
regulation and management of the affairs of the Corporation
not inconsistent with the Act or these Articles.
6.2. TRANSACTIONS IN WHICH DIRECTORS HAVE AN INTEREST
Any contract or other transaction between the
Corporation and one or more of its Directors or between the
Corporation and any firm of which one or more of its
Directors are members or employees, or in which they are
interested, or between the Corporation and any corporation
or association of which one or more of its Directors are
shareholders, members, directors, officers, or employees or
in which they are interested, shall be valid for all
purposes, notwithstanding the presence of the Director or
Directors at the meeting of the Board of Directors of the
Corporation that acts upon, or in reference to, the contract
or transaction, and notwithstanding his or their
participation in he action, if the fact of such interest
shall be disclosed or known to the Board of Directors and
the Board of Directors shall, nevertheless, authorize or
ratify the contract or transaction, the interested Director
or Directors to be counted in determining whether a quorum
is present and to be entitled to vote on such authorization
or ratification. The section shall not be construed to
invalidate any contract or other transaction that would
otherwise be valid under common and statutory law applicable
to it.
6.3. INDEMNIFICATION AND RELATED MATTERS
6.3.1. The Corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expense (
including attorneys fees), judgment, fines and amounts paid in
settlement actually and reasonable incurred by him in connection
with such action, suit of proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contenders or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interest of the Corporation and, with respect
to any criminal action or proceeding, had actual knowledge that
his or her conduct was unlawful.
6.3.2. The Corporation shall have power to indemnify any
person who was or is a party of is threatened to be made a party
to any threatened or completed action or suit by or in the right
of the Corporation to procure a judgment in it's favor by reason
of the fact that he is or was a director, officer, employee or
agent of the Corporation, or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys fees) actually
and reasonable incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interest of the Corporation except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expense the court shall deem
proper.
6.3.3. To the extent that a Director, officer, employee or
agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in (a) and (b) or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by him in
connection therewith.
6.3.4. Any indemnification under (a) and (b) (unless ordered
by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination by the Corporation that
indemnification of the Director, officer, employee or agent is
proper in the circumstances because he has met the applicable
standard of conduct set forth in (a) and (b). Such determination
shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable, if a quorum of disinterested
Directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.
6.3.5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in (d) upon
receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the Corporation as authorized in this section.
6.3.6. The indemnification provided by this section shall not
be deemed exclusive of any other rights to which those identified
may be entitled under any Bylaw, agreement, vote of shareholders
or disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a Director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and personal
representatives of such person.
6.3.7. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
Director, Officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or
arising our of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this section.
6.3.8. A Director shall not be personally liable for breach of
fiduciary duty when acting either as a Director or Officer except
for acts involving intentional misconduct, fraud, a knowing
violation of the law or the payment of illegal dividends. NRS
78.037. NRS 78.300
6.4. REMOVAL OF DIRECTORS
Removal shall be governed by the Bylaw provisions and
the Act.
6.5. AMENDMENT OF ARTICLES
The Corporation reserves the right to amend the
Articles of Incorporation in any manner now or hereafter
permitted by the Act.
7.0 RESIDENT AGENT: ADDRESS OF CORPORATION
7.1. The "registered office" of the corporation shall be 1700 E.
Desert Inn Road, Suite 113, Las Vegas, Nevada 89109.
7.2. The initial Resident agent shall be Robert C. Bovard, 1700
East Desert Inn Rd. Suite 113, Las Vegas, Nevada 89109.
8.0 IDENTITY OF DIRECTOR(S)
The initial Board of Directors (the Directors
shall be styled as Directors and not as Trustees) shall be three
in number but may be increased or decreased at the formation and
organization meeting or by authority of Bylaws. Members of the
Board of Directors need not be residents of Nevada. The names and
addresses of the person(s) to serve as Director(s) until the
formation meeting or first annual meeting and until their
successor(s) shall have been elected and qualified or until the
number of members of the Board of Directors is expanded is:
Robert C. Bovard
1700 East Desert Inn Road
Suite 113
Las Vegas, Nevada 89109
The number of Directors may be changed from time
to time by amendment of the Bylaws but no decrease shall have the
effect of reducing such number below one or of shortening the
term of any incumbent Director. Anything to the contrary
notwithstanding, however, the number shall not be less than two
if there are only two if there are only two shareholders of
record or one if there is only one shareholder of record. The
Board, if there are more than two shareholders, shall consist of
not less than three nor more than seven members.
9.0 ORIGINAL INCORPORATORS
The name, address and identity of the original
Incorporator is:
Robert C. Bovard
1700 East Desert Inn Road
Suite 113
Las Vegas, Nevada 89109
DATED this 22nd day of August, 1995
/s/ Robert C. Bovard
ROBERT C. BOVARD
Exhibit 3.2 By-Laws
BY-LAWS
OF
Magic Lantern Group, Inc.
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the
Company shall be held at its office in the City of Las Vegas,
Clark County, at 1 o'clock in the afternoon on the 25th day of
August in each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday, for
the purpose of electing directors of the company to serve during
the ensuing year and for the transaction of such other business
as may be brought before the meeting.
At least five days' written notice specifying the time and
place, when and where, the annual meeting shall be convened,
shall be mailed in a United States Post Office addressed to each
of the stockholders of record at the time of issuing the notice
at his or her, or its address last known, as the same appears on
the books of the company.
SECTION 2. Special meetings of the stockholders may be held
at the office of the company in the State of Nevada or elsewhere,
whenever called by the President, or by the Board of Directors,
or by vote of, or by an instrument in writing signed by the
holders of 51% of the issued and outstanding capital stock of the
company. At least ten days' written notice of such meeting,
specifying the day and hour and place, when and where such
meeting shall be convened, and objects for calling the same,
shall be mailed in a United States Post Office, addressed to each
of the stockholders of record at the time of issuing the notice,
at his or her or its address last known, as the same appears on
the books of the company.
SECTION 3. If all the stockholders of the company shall
waive notice of a meeting, no notice of such meeting shall be
required, and whenever all of the stockholders shall meet in
person or by proxy, such meeting shall be valid for all purposes
without call or notice, and at such meeting any corporate action
may be taken.
The written certificate of the officer or officers calling
any meeting setting forth the substance of the notice, and the
time and place of the mailing of the same to the several
stockholders, and the respective addresses to which the same were
mailed, shall be prima facie evidence of the manner and fact of
the calling and giving such notice.
If the address of any stockholder does not appear upon the
books of the company, it will be sufficient to address any notice
to such stockholder at the principal office of the corporation.
SECTION 4. All business lawful to be transacted by the
stockholders of the company, may be transacted at any special
meeting or at any adjournment thereof. Only such business,
however, shall be acted upon at special meeting of the
stockholders as shall have been referred to in the notice calling
such meetings, but at any stockholders' meeting at which all of
the outstanding capital stock of the company is represented,
either in person or by proxy, any lawful business may be
transacted, and such meeting shall be valid for all purposes.
SECTION 5. At the stockholders' meetings the holders of more than
50 percent (50%) in amount of the entire issued and outstanding
capital stock of the company, shall constitute a quorum for all
purposes of such meetings.
If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend, in person or by proxy,
at the time and place fixed by these By-laws for any annual
meeting, or fixed by a notice as above provided for a special
meeting, a majority in interest of the stockholders present in
person or by proxy may adjourn from time to time without notice
other than by announcement at the meeting, until holders of the
amount of stock requisite to constitute a quorum shall attend. At
any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted
as originally called.
SECTION 6. At each meeting of the stockholders every
stockholder shall be entitled to vote in person or by his duly
authorized proxy appointed by instrument in writing subscribed by
such stockholder or by his duly authorized attorney. Each
stockholder shall have one vote for each share of stock standing
registered in his or her or its name on the books of the
corporation, ten days preceding the day of such meeting. The
votes for directors, and upon demand by any stockholder, the
votes upon any question before the meeting, shall be by voice
vote.
At each meeting of the stockholders, a full, true and
complete list, in alphabetical order of all the stockholders
entitled to vote at such meeting, and indicating the number of
shares held by each, certified by the Secretary of the Company,
shall be furnished, which list shall be prepared at least ten
days before such meeting, and shall be open to the inspection of
the stockholders, or their agents or proxies, at the place where
such meeting is to be held, and for ten days prior thereto. Only
the persons in whose names shares of stock are registered on the
books of the company for ten days preceding the date of such
meeting, as evidenced by the list of stockholders, shall be
entitled to vote at such meeting. Proxies and powers of Attorney
to vote must be filed with the Secretary of the Company before an
election or a meeting of the stockholders, or they cannot be used
at such election or meeting.
SECTION 7. At each meeting of the stockholders the polls
shall be opened and closed; the proxies and ballots issued,
received, and be taken in charge of, for the purpose of the
meeting, and all questions touching the qualifications of voters
and the validity of proxies, and the acceptance or rejection of
votes, shall be decided by two inspectors. Such inspectors shall
be appointed at the meeting by the presiding officer of the
meeting.
SECTION 8. At the stockholders' meetings, the regular order
of business shall be as follows:
1. Reading and approval of the Minutes of previous meeting
or meetings;
2. Reports of the Board of Directors, the President,
Treasurer and Secretary of the Company in the order named;
3. Reports of Committee;
4. Election of Directors;
5. Unfinished Business;
6. New Business;
7 Adjournment.
ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall
consist of 3 persons who shall be chosen by the stockholders
annually, at the annual meeting of the Company, and who shall
hold office for one year, and until their successors are elected
and qualify.
SECTION 2. When any vacancy occurs among the Directors by
death, resignation, disqualification or other cause, the
stockholders, at any regular or special meeting, or at any
adjourned meeting thereof, or the remaining Directors, by the
affirmative vote of a majority therefor shall elect a successor
to hold office for the unexpired portion of the term of the
Director whose place shall have become vacant and until his
successor shall have been elected and shall qualify.
SECTION 3. Meeting of the Directors may be held at the
principal office of the company in the state of Nevada or
elsewhere, at such place or places as the Board of Directors may,
from time to time, determine.
SECTION 4. Without notice or call, the Board of Directors
shall hold its first annual meeting for the year immediately
after the annual meeting of the stockholders or immediately after
the election of Directors at such annual meeting.
Regular meetings of the Board of Directors shall be held at
the office of the company in the City of Las Vegas, State of
Nevada on November 1, at 3 o'clock in the P.M. Notice of such
regular meetings shall be mailed to each Director by the
Secretary at least three days previous to the day fixed for such
meetings, but no regular meeting shall be held void or invalid if
such notice is not given, provided the meeting is held at the
time and place fixed by these by-laws for holding such regular
meetings.
Special meetings of the Board of Directors may be held on
the call of the President or Secretary on at least three days
notice by mail or telegraph.
Any meeting of the Board, no matter where held, at which all
of the members shall be present, even though without or of which
notice shall have been waived by all absentees, provided a quorum
shall be present, shall be valid for all purposes unless
otherwise indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted by any meeting of the
Board of Directors, either regular or special.
SECTION 5: A majority of the Board of Directors in office
shall constitute a quorum for the transaction of business, but if
at any meeting of the Board there be less than a quorum present,
a majority of those present may adjourn from time to time, until
a quorum shall be present, and no notice of such adjournment
shall be required. The Board of Directors may prescribe rules not
in conflict with these By-laws for the conduct of its business;
provided, however, that in the fixing of salaries of the officers
of the corporation, the unanimous action of all of the Directors
shall be required.
SECTION 6. A Director need not be a stockholder of the
corporation.
SECTION 7. The Directors shall be allowed and paid all
necessary expenses incurred in attending any meeting of the
Board, but shall not receive any compensation for their services
as Directors until such time as the company is able to declare
and pay dividends on its capital stock.
SECTION 8. The Board of Directors shall make a report to the
stockholders at annual meetings of the stockholders of the
condition of the company, and shall, at request, furnish each of
the stockholders with a true copy thereof.
The Board of Directors in its discretion may submit any
contract or act for approval or ratification at any annual
meeting of the stockholders called for the purpose of considering
any such contract or act, which, it approved, or ratified by the
vote of the holders of a majority of the capital stock of the
company represented in person or by proxy at such meeting,
provided that a lawful quorum of stockholders be there
represented in person or by proxy, shall be valid and binding
upon the corporation and upon all the stockholders thereof, as if
it had been approved or ratified by every stockholder of the
corporation.
SECTION 9. The Board of Directors shall have the power from
time to time to provide for the management of the offices of the
company in such manner as they see fit, and in particular from
time to time to delegate any of the powers of the Board in the
course of the current business of the company to any standing or
special committee or to any officer or agent and to appoint any
persons to be agents of the company with such powers (including
the power to subdelegate), and upon such terms as may be deemed
fit.
SECTION 10. The Board of Directors is invested with the
complete and unrestrained authority in the management of all the
affairs of the company, and is authorized to exercise for such
purpose as the General Agent of the Company, its entire corporate
authority.
SECTION 11. The regular order of business at meetings of the
Board of Directors shall be as follows:
1. Reading and approval of the minutes of any previous
meeting or meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after
each meeting after the annual meeting of stockholders, shall
elect a President, a Vice-President, a Secretary and a Treasurer
to hold office for one, year next coming, and until their
successors are elected and qualify. The offices of the Secretary
and Treasurer may be held by one person.
Any vacancy in any of said offices may be filled by the
Board of Directors.
The Board of Directors may from time to time by resolution,
appoint such additional Vice Presidents and additional Assistant
Secretaries, Assistant Treasurer and Transfer Agents of the
company as it may deem advisable; prescribe their duties, and fix
their compensation, and all such appointed officers shall be
subject to removal at any time by the Board of Directors. all
officers, agents, and factors of the company shall be chosen and
appointed in such manner and shall hold their office for such
terms as the Board of Directors may by resolution prescribe.
SECTION 2. The President shall be the executive officer of
the company and shall have the supervision and, subject to the
control of the Board of Directors, the direction of the Company's
affairs, with full power to execute all resolutions and orders of
the Board of Directors not especially entrusted to some other
officer of the company. He shall be a member of the Executive
Committee, and the Chairman thereof; he shall preside at all
meetings of the Board of Directors, and at all meetings of the
stockholders, and shall sign the Certificates of Stock issued by
the company and shall perform such, other duties as shall be
prescribed by the Board of Directors.
SECTION 3. The Vice-President shall be vested with all the
powers and perform all the duties of the President in his absence
or inability to act, including the signing of the Certificates of
Stock issued by the company, and he shall so perform such other
duties as shall be prescribed by the Board of Directors.
SECTION 4. The Treasurer shall have the custody of all the
funds and securities of the company. When necessary or proper he
shall endorse on behalf of the company for collection checks,
notes, and other obligations; he shall deposit all monies to the
credit of the company in such bank or banks or other depository
as the Board of Directors may designate; he shall sign all
receipts and vouchers for payments made by the company, except as
herein otherwise provided. He shall sign with the President all
bills of exchange and promissory notes of the company; he shall
also have the care and custody of the stocks, bonds,
certificates, vouchers, evidence of debts, securities, and such
other property belonging to the company as the Board of Directors
shall designate; he shall sign all papers required by law or by
those By-Laws or the Board of Directors to be signed by the
Treasurer. Whenever required by the Board of Directors, he shall
render a statement of his cash account; he shall enter regularly
in the books of the company to be kept by him for the purpose,
full and accurate accounts of all monies received and paid by him
on account of the company. He shall at all reasonable times
exhibit the books of account to any Directors of the company
during business hours, and he shall perform all acts incident to
the position of Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of Directors,
give bond to the company conditioned for the faithful performance
of all his duties as Treasurer in such sum, and with such
security as shall be approved by the Board of Directors, with
expense of such bond to be borne by the company.
SECTION 5. The Board of Directors may appoint an Assistant
Treasurer who shall leave such powers and perform such duties as
may be prescribed for him by the Treasurer of the company or by
the Board of Directors, and the Board of Directors shall require
the Assistant Treasurer to give a bond to the company in such sum
and with such security as it shall approve, as conditioned for
the faithful performance of his duties as Assistant Treasurer,
the expense of such bond to be borne by the company.
SECTION 6. The Secretary shall keep the Minutes of all
meetings of the Board of Directors and the Minutes of all
meetings of the stockholders and of the Executive Committee in
books provided for that purpose. He shall attend to the giving
and serving of all notices of the company; he may sign with the
President or Vice-President, in the name of the Company, all
contracts authorized by the Board of Directors or Executive
Committee; he shall affix the corporate seal of the company
thereto when so authorized by the Board of Directors or Executive
Committee; he shall have the custody of the corporate seal of the
company; he shall affix the corporate seal to all certificates of
stock duly issued by the company; he shall have charge of Stock
Certificate Books, Transfer books and Stock Ledgers, and such
other books and papers as the Board of Directors or the Executive
Committee may direct, all of which shall at all reasonable times
be open to the examination of any Director upon application at
the office of the company during business hours, and he shall, in
general, perform all duties incident to the office of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant
Secretary who shall have such powers and perform such duties as
may be prescribed for him by the Secretary of the company or by
the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of
Directors, the President shall have full power and authority in
behalf of the company to attend and to act and to vote at any
meetings of the stockholders of any corporation in which the
company may hold stock, and at any such meetings, shall possess
and may exercise any and all rights and powers incident to the
ownership of such stock, and which as the new owner thereof, the
company might have possessed and exercised if present. The Board
of Directors, by resolution, from time to time, may confer like
powers on any person or persons in place of the President to
represent the company for the purposes in this section mentioned.
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the company shall be issued
in such manner and at such times and upon such conditions as
shall be prescribed by the Board of Directors.
SECTION 2. Ownership of stock in the company shall be
evidenced by certificates of stock in such forms as shall be
prescribed by the Board of Directors, and shall he under the seal
of the company and signed by the President or the Vice-President
and also by the Secretary or by an Assistant Secretary
All certificates shall be consecutively numbered; the name
of the person owning the shares represented thereby with the
number of such shares and the date of issue shall be entered on
time company's books.
No certificates shall be valid unless it is signed by the
President or Vice-President and by the Secretary or Assistant
Secretary.
All certificates surrendered to the company shall be
cancelled and no new certificate shall be issued until the former
certificate for the same number of shares shall have been
surrendered or cancelled.
SECTION 3. No transfer of stock shall be valid as against
the company except on surrender and cancellation of the
certificate therefor, accompanied by an assignment or transfer by
the owner therefor.
Whenever any transfer shall be expressed as made for
collateral security and not absolutely, the same shall be so
expressed in the entry of said transfer on the books of the
company.
SECTION 4. The Board of Directors shall have power and
authority to make all such rules and regulations not inconsistent
herewith as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of the capital stock
of the company.
The Board of Directors may appoint a transfer agent and a
registrar of transfers and may require all stock certificates to
bear the signature of such transfer agent and such registrar of
transfer.
SECTION 5. The Stock Transfer Books shall be closed for all
meetings of the stockholders for the period of ten days prior to
such meetings and shall be closed for the payment of dividends
during such periods as from time to time may be fixed by the
Board of Directors, and during such periods no stock shall be
transferable.
SECTION 6. Any person or persons applying for a certificate
of stock in lieu of one alleged to have been lost or destroyed,
shall make affidavit or affirmation of the fact, and shall
deposit with the company an affidavit. Whereupon, at the end of
six months after the deposit of said affidavit and upon such
person or persons giving Bond of Indemnity to the company with
surety to be approved by the Board of Directors in double the
current value of stock against any damage, loss or inconvenience
to the company which may or can arise in consequence of a new or
duplicate certificate being issued in lieu of the one lost or
missing, the Board of Directors may cause to be issued to such
person or persons a new certificate, or a duplicate of the
certificate, or a duplicate of the certificate so lost or
destroyed. The Board of Directors may, in its discretion refuse
to issue such new or duplicate certificate save upon the order of
some court having jurisdiction in such matter, anything herein to
the contrary notwithstanding.
ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the corporation, in
Nevada shall be at 2278 Heflin Ave. Las Vegas, and the company
may have a principal office in any other state or territory as
the Board of Directors may designate.
SECTION 2. The Stock and Transfer Books and a copy of the By-
Laws and Articles of Incorporation of the company shall be kept
at the office of its Resident Agent, Robert C. Bovard, Esq. 1700
E. Desert Inn Rd. #113, Las Vegas in the County of Clark, State
of Nevada, for the inspection of all who are authorized or have
the right to see the same, and for the transfer of stock. All
other books of the company shall be kept at such places as may be
prescribed by the Board of Directors.
ARTICLE VI
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to
reserve over and above the capital stock paid in, such an amount
in its discretion as it may deem advisable to fix as a reserve
fund, and may, from time to time, declare dividends from the
accumulated profits of the company in excess of the amounts so
reserved, and pay the same to the stockholders of the company,
and may also, if it deems the same advisable, declare stock
dividends of the unissued capital stock of the company.
SECTION 2. No agreement, contract or obligation (other than
checks in payment of indebtedness incurred by authority of the
Board of Directors involving the payment of monies or the credit
of the company for more than dollars) shall he made without the
authority of the Board of Directors, or of the Executive
Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of
Directors, all agreements and contracts shall be signed by the
President and the Secretary in the name and on behalf of the
company, and shall have the corporate seal thereto attached.
SECTION 4. All monies of the corporation shall be deposited
when and as received by the Treasurer in such bank or banks or
other depository as may from time to time be designated by the
Board of Directors, and such deposits shall be made in the name
of the company.
SECTION 5. No note, draft, acceptance, endorsement or other
evidence of indebtedness shall be valid or against the company
unless the same shall be signed by the President or a Vice-
President, and attested by the Secretary or an Assistant
Secretary, or signed by the Treasurer or an Assistant Treasurer,
and countersigned by the President, Vice-President, or Secretary,
except that the Treasurer or an Assistant Treasurer may, without
countersignature, make endorsements for deposit to the credit of
the company in all its duly authorized depositories.
SECTION 6. No loan or advance of money shall be made by the
company to any stockholder or officer therein, unless the Board
of Directors shall otherwise authorize.
SECTION 7. No director nor executive officer of the company
shall be entitled to any salary or compensation for any services
performed for the company, unless such salary or compensation
shall be fixed by resolution of the Board of Directors, adopted
by the unanimous vote of all the Directors voting in favor
thereof.
SECTION 8. The company may take, acquire, hold, mortgage,
sell, or otherwise deal in stocks or bonds or securities of any
other corporation, if and as often as the Board of Directors
shall so elect.
SECTION 9. The Directors shall have power to authorize and
cause to be executed, mortgages, and liens without limit as to
amount upon the property and franchise of this corporation, and
pursuant to the affirmative vote, either in person or by proxy,
of the holders of a majority of the capital stock issued and
outstanding; the Directors shall have the authority to dispose in
any manner of the whole property of this corporation.
SECTION 10. The company shall have a corporate seal, the
design thereof being as follows:
ARTICLE VII
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these By-Laws may be
made at any regular or special meeting of the Board of Directors
by a vote of not less than all of the entire Board, or may be
made by a vote of, or a consent in writing signed by the holders
of 77% of the issued and outstanding capital stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned.
being the directors of the above named corporation. do hereby
consent to the foregoing By-Laws and adopt the same as and for
the By-Laws of said corporation.
IN WITNESS WHEREOF we have hereunto act our hands this 3rd
day of October, 1995.
Magic Lantern Group, Inc.
By: /s/ Joseph Panebianco
Joseph Panebianco, President
