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
PROFESSIONAL MINING CONSULTANTS, INC.
(Exact name of the registrant as specified in its charter)
Nevada 88-0343832
(State of Organization) (I.R.S. Employer Identification No.)
2001 Spring Lake, Henderson, NV 89015
(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
GENERAL
Professional Mining Consultants, Inc. (the "Company") is a professional
mining consultant business, providing management, engineering, design, and
operating expertise to both startup mining operations and small mining
companies desiring the Company's services. The Company's expertise is in open
pit and placer mining operations, processing and smelting operations,
concentrating facilities, and refineries. The Company's objective is to
eventually participate with such operations where, in exchange for the
Company's services, the Company shall acquire stock and/or a percentage of
ownership in its clients' mining operations. There is no assurance that the
Company's investment objective will be achieved.
The Company is organized under the laws of the State of Nevada. The
Company will be formed to pursue consulting and management contracts with
startup and small mining companies who are seeking professional and
management expertise. The Company has spent the better part of a year
researching and conducting feasibility studies related to the mining
industry. The Company plans to take advantage of other opportunities to
maintain and develop relationships with independent mining companies that may
be experiencing financial difficulties, but which the Company believes could
be further developed or revitalized.
The Company has no fixed policy as to the types of mining companies,
processing facilities or refineries which it will select to pursue consulting
or management contracts. Most of the mining operations that the Company will
be dealing with have reasonable potential but are unable to obtain
significant capital or reasonable terms from conventional resources, making
them ideal candidates for participation.
BUSINESS PLAN
Professional Mining Consultants, Inc., (the Company) was organized as a
Nevada corporation on August 24, 1995, for the purpose of setting up a Mining
Consultant and Engineering office in Las Vegas, Nevada. The Company will
focus on and specialize in developing strategies, extraction and process
technology, management, and engineering for both open pit and placer gold,
silver and platinum mining operations. The Company's thrust would be to
provide its expertise in these areas to mining companies, smelting plants,
processing facilities and refineries seeking to either establish a new
operation or expand and improve their current capabilities. The Company plans
to hire engineering and design people who have an in-depth background in open
pit and placer mining, geology, metallurgy, knowledge of operating and design
of a variety of concentration and milling facilities, processing and smelting
plants, refineries, and laboratories which are capable of running precious
metals. These people will be assigned a variety of different mining projects
around the world, where their proficiency in mining will be used to set up
new plants and facilities, improve current processes and technology, and when
applicable, provide reports and evaluations for possible joint ventures.
There are literally hundreds of mining companies the world over who are
either lacking the experience and technology to develop their claims, or
smelting and refining facilities looking to improve their operations.
PMC is desirous of raising sufficient capital to open a small office in
Las Vegas, Nevada, and commence operations with the current officers and
directors until such time permits to expand its operations to include a
laboratory and additional staff members. Additionally, at the Company's
option, the Officers and Directors may elect to participate on a percentage
basis for certain properties that show proven precious metals reserves that
are of exceptionally high value and offer a significant return on investment.
Funding is therefore necessary for the purpose of leasing office space,
purchasing office fixtures and equipment, hiring temporary help and
recruiting professional consultants who are willing to work on a commission
or percentage basis. Additionally, it will be used for working capital,
marketing the services, research and development, and, engineering studies
for the latest in state of the art technology. No assurances can be given
that the company's goals will be achieved.
ITEM 2. FINANCIAL INFORMATION
The Registrant's financial data presented below have been derived from
the Financial Statements of Professional Mining Consultants, Inc., including
the notes thereto. (See ITEM 13.)
PROFESSIONAL MINING CONSULTANTS, INC.
(a Development Stage Company)
Year Ended December 31
<TABLE>
<S> <C> <C> <C>
1997 1996 1995
Summary of Operations
Revenues $0 $0 $0
Total Expenses 11,969 1,736 194
Net Loss $11,969 $1,736 $194
Net Loss per
Common Share $0.0824 $0.0282 $0.0032
Summary Balance Sheet Data
Total Assets $14,276 $1,020 $1,306
Total Liabilities 575 350 0
Shareholders' Equity $13,701 $670 $1,306
</TABLE>
ITEM 3 PROPERTIES
The Company's address is at 2001 Spring Lake, Henderson, NV 89015.
Telephone number (702) 798-4764.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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>
Names and Addresses Number of Percent Total
Shares Owned Consideration
Gregory T. Eckert
2001 Spring Lake Dr.
Henderson, NV 89105 20,000 12.27% $500.00
Carl E. Flusche
2001 Spring Lake Dr.
Henderson, NV 89105 20,000 12.27% $500.00
Howard Manoff
2001 Spring Lake Dr.
Henderson, NV 89105 20,000 12.27% $500.00
</TABLE>
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The names, addresses, ages, and respective positions of the current
directors and officers of Professional Mining Corporation, Inc., are as
follows:
<TABLE>
<S> <C> <C>
Name Age Position
Gregory T. Eckert
2001 Spring Lake Dr.
Henderson, NV 89105 45 General Manager, President, Director
Carl E. Flusche
2001 Spring Lake Dr. Vice President, Treasurer,
Henderson, NV 89105 46 Controller, Risk Manager, Director
Howard Manoff
2001 Spring Lake Dr.
Henderson, NV 89105 35 Plant Manager, Secretary, Director
</TABLE>
Gregory T. Eckert
Gregory T. Eckert age 45, is one of the founding partners of
Professional Mining Consultants, and is responsible for securing the
essential technical and professional consultants who are vital to the overall
success of the company and spearheading the business plan currently under
development. He shares management duties for the company, utilizing his
extensive experience in management, plant operations and tremendous insight
into the future of precious metals markets. Mr. Eckert has traveled
extensively throughout Europe and the Far East, and has developed an
international rapport with precious metals buyers and refiners the world
over. He has an in depth background that includes: President of Magic Mining
& Resources; and Supervisor/Manager with U.S. Air. America West and Frontier
Airlines.
Carl E. Flusche
Carl E. Flusche age 46, brings his corporate management skills to PMC
with over 22 years experience in Risk Management, Business Consulting, Public
Safety and Awareness and Loss Prevention Programs. Mr. Flusche also has
experience with mining risks. Mr. Flusche was in the U.S. Navy from 1968-
1971.
EDUCATION
Wharton College- Insurance Funding Technique-1980
Arizona State University- Insurance, Business Law, CIC courses-
1975
EMPLOYMENT HISTORY
Vice President of Jardine Insurance Brokers Arizona, Inc. 1990-
1995
Vice President of Financial Guardian of Arizona, Inc. 1989-1990
Howard Manoff
Howard Manoff, age 35, has experience as a sales consultant,
management, and an operations manager. He has worked for Fletcher Jones
Imports, Adkins Automotive Group, Kellermeyer Building Services and the
Kinney Shoe Corporation. He was the operations manager while working for
Kellermeyer. He was the youngest store manager for Kinney Shoe Corporation.
EDUCATION
Retail Sales and Management Training Course-Kinney Shoe
Corporation.
EMPLOYMENT HISTORY
Fletcher Jones Imports Mercedes-Benz- Las Vegas, NV June 1991-
Pres.
Adkins Automotive Group-Torrance, California August 1986-
April, 1991
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
There are no relationships or transactions to be reported.
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 STOCKHODER 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 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 March 7, 1997, the Company completed the sale of 100,000 shares of
its common stock pursuant to Regulation D, Rule 504, promulgated under the
Securities Act of 1933. The sales price was $0.25 per share, for a total
consideration of $25,000.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered are one mil, $0.001, par value common
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 its 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 STATEMENTS 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
Not Applicable.
ITEM 15. FINANCIAL STATEMENTS AND OTHER EXHIBITS
FINANCIAL STATEMENTS
Report of Barry L. Friedman, independent auditor
Balance Sheet at December 31, 1997, 1996, and 1995
Statement of operations for the years ended December 31, 1997,
1996, and 1995
Statement of stockholders' equity
Statement of cash flows for the years ended December 31, 1997,
1996, and 1995
Notes to financial statements
REPORT OF BARRY L. FRIEDMAN, INDEPENDENT AUDITOR
Board of Directors January 30, 1998
Professional Mining Consultants, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Professional Mining
Consultants, 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 Professional
Mining Consultants, 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
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C> <C>
December 31, 1997 December 31, 1996 December 31, 1995
ASSETS
CURRENT ASSETS: $14,151 $848 $1,087
TOTAL CURRENT ASSETS $14,151 $848 $1,087
OTHER ASSETS;
Organizational Costs (Net) $125 $172 $219
TOTAL OTHER ASSETS $125 $172 $219
TOTAL ASSETS $14,276 $1,020 $1,306
</TABLE>
See accompanying notes to financial statements & audit report
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C>
December 31, 1997 December 31, 1996 December 31, 1995
CURRENT LIABILITIES;
Accounts Payable $575 $350 $0
TOTAL CURRENT LIABILITIES $575 $350 $0
STOCKHOLDERS' EQUITY;
Common stock, $0.001 par value,
authorized 50,000,000 shares
issued and outstanding
December 31, 1995 - 60,000 shares
$60
December 31, 1996 - 63,000 shares $63
December 31, 1997 - 163,000 shares $163
Additional paid-in Capital $27,437 $2,537 $1,440
Deficit accumulated during
development stage -13,899 -1,930 -194
TOTAL STOCKHOLDERS' EQUITY $13,701 $670 $1,306
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $14,276 $1,020 $1,306
</TABLE>
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
STATEMENT OF OPERATION
<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
INCOME:
Revenue $0 $0 $0 $0
EXPENSES:
Accounting $850 $650 $150 $1,650
Bank Charges 30 81 28 139
Filing Fees 0 770 0 770
Legal 8,325 0 0 8,325
Office Expense 0 188 0 188
Transfer Fees 217 0 0 217
Sales Expense 2,500 0 0 2,500
Amortization of
organization costs 47 47 0 110
Total Expenses $11,969 $1,736 $194 $13,899
Net Profit/Loss(-) ($11,969) ($1,736) ($194) ($13,899)
Net Profit/Loss
(-) Per weighted Share
(Note1) ($0.0824) ($0.0282) ($0.0032) ($0.1399)
Weighted average
Number of common
Shares outstanding 145,192 61,492 60,000 99,354
</TABLE>
See accompanying notes to financial statements & audit report
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C> <C>
Additional Retained
Common Shares Stock Amount paid-in Capital Earnings Total
October 20, 1995
Issued for cash 60,000 $60 $1,440 $1,500
Net Loss,
Aug. 28, 1995
(inception) to
Dec. 31, 1995 -$194 -$194
Balance Dec. 31, 1995 60,000 $60 $1,440 -$194 $1,306
July 3, 1996
Issued for cash 3,000 3 1,097 $1,100
Net loss
year ended
Dec. 31, 1996 -1,736 -1,736
Balance,
Dec. 31, 1996 63,000 $63 $2,537 -$1,930 $670
March 7, 1997
Issued for cash 100,000 100 24,900 25,000
Net loss
year ended
Dec. 31, 1997 -11,969 -11,969
Balance,
Dec. 31, 1997 163,000 $163 $27,437 -$13,899 $13,701
</TABLE>
See accompanying notes to financial statements & audit report.
PROFESSIONAL MINING CONSULTANTS, 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 -$11,969 -$1,736 -$194 -$13,899
Adjustment to reconcile
net loss to net cash
provided by operating
activities +47 +47 +16 +110
Changes in assets
and Liabilities
Organization costs -235 -235
Increase in
current liabilities +225 +350 +575
Net cash used in
operating activities -$11,697 -$1,339 -$413 -$13,449
Cash flows from
Investing activities:
Cash Flows from
Financing Activities:
Issuance of common stock +25,000 +1,100 +1,500 +27,600
Net increase (decrease)
in cash +$13,303 -$239 $1,087 $14,151
Cash, Beginning of period 848 1,087 0 0
Cash, end of period $14,151 $858 $1,087 $14,151
</TABLE>
See accompanying notes to financial statements & audit report
PROFESSIONAL MINING CONSULTANTS, 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 28, 1995, under the laws of the State
of Nevada, as Professional Mining Consultants, 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 March 7, 1997, Professional Mining Consultants, Inc., completed
selling 100,000 shares of its common stock pursuant to Rule 504 and Nevada
90.490 for $0.25 per common share for a total consideration of $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 $235.00 are being amortized over a 60 month
period commencing August 28, 1995, to August 27, 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.
PROFESSIONAL MINING CONSULTANTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, December 31, 1996, and December 31, 1995
NOTE 4- 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.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
LIST OF EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
EXHIBIT 3.1 ARTICLES OF INCORPORATION
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 PROFESSIONAL MINING CONSULTANTS, 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 24th day of August, 1995
/s/ Robert C. Bovard
ROBERT C. BOVARD
EXHIBIT 3.2 BY-LAWS
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 29th 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
2001 Spring Lake Drive, Henderson, Nevada, 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.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Professional Mining Consultant, Inc.
BY:
/s/ Gregory T. Eckert
Gregory T. Eckert, President
