U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUER
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
CORPORATE DEVELOPMENT CENTERS, INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0350448
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1332 E. Martha Dunyon Circle, Draper, Utah 84020
(Address of Principal Executive Offices and Zip Code)
Issuer's Telephone Number: 1-801-576-0814
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $0.001
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TABLE OF CONTENTS
ITEM NUMBER AND CAPTAION Page
Part I
1. Description of Business............................................2
2. Management's Discussion and Analysis or Plan of Operations.........7
3. Description of Properties..........................................8
4. Security Ownership of Certain Beneficial Owners and Management.....9
5. Directors, Executive Officers, Promoters and Control Persons......10
6. Executive Compensation............................................10
7. Certain Relationships and Related Transactions....................11
8. Description of Securities.........................................11
Part II
1. Market Price of and Dividends on the Registrant's Common Equity...12
and Related Stockholder Matters
2. Legal Proceedings.................................................12
3. Changes in and Disagreements with Accountants.....................12
4. Recent Sales of Unregistered Securities...........................12
5. Indemnification of Directors and Officers.........................13
Part F/S
Financial Statements................................................14
Part III
1. Index to Exhibits.................................................14
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
History
The Company was incorporated in the state of Nevada on August 29, 1995.
The Company then sold shares pursuant to an initial public offering conducted
exclusively in the State of Nevada (the "Offering"). The Offering was
registered with the State of Nevada (State File No. R96-19) and became
effective on March 1, 1996. The Offering was sold pursuant to Rule 504
promulgated by the Securities and Exchange Commission under Regulation D and
pursuant to the Disclosure Document dated March 1, 1996. The Offering was
closed after the sale of 534,250 shares.
At its inception, the Company was formed for the purpose of
offering full service executive office space combined with other business
services. The initial business plan called for the Company to lease up to
2,500 square feet of office space and then sub-lease executive office space
to companies or individuals. In addition to office space, the Company would
provide to executives reception desk services, photo copying services, postal
services and other services needed for a business executive to operate a free
standing office.
The Company initiated its business plan in 1996. It purchased office
equipment, leased office space and set up executive offices in the Las Vegas,
Nevada area. The business as initiated did not prove profitable and the
company did not have sufficient capital to continue operations. In its first
year of operations the Company collected rents totaling $17,061.00. This
revenue was offset against expenses during the same time period totaling
$51,517.00. The Company closed operations in 1997. Since that time, the
Company has been investigating ways to get back into the executive office
space business. The Company has also been investigating other products
and/or services in which it might engage that have potential for profit.
General
For the past two years the Company has had no active business
operations. The Company currently has no commitment or arrangement to
participate in a business and cannot now predict what type of business it may
enter into or acquire. It is emphasized that the business objectives
discussed herein are extremely general and are not intended to be restrictive
on the discretion of the Company's management.
There are no plans or arrangements proposed or under consideration for
the issuance or sale of additional securities by the Company prior to the
identification of an acquisition candidate. Consequently, management
anticipates that it may be able to participate in only one potential business
venture, due primarily to the Company's limited capital. This lack of
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.
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The Company has voluntarily filed this registration statement on Form
10-SB to become subject to the reporting requirements under the Securities
Exchange Act of 1934, based on management's belief that the Company's
reporting status will enhance its ability to locate and acquire a business
opportunity. The Company intends to continue to voluntarily file reports
under the Securities Exchange Act of 1934, regardless of whether its
obligation to do so is suspended by rule of statute.
Selection of a Business
The Company anticipates that business for possible acquisition will be
referred by various sources, including its officers and directors,
professional advisors, securities broker-dealers, venture capitalists,
members of the financial community, and others who may present unsolicited
proposals. The Company will not engage in any general solicitation or
advertising for a business opportunity, and will rely on personal contacts of
its officers and directors and their affiliates, as well as indirect
associations between them and other business and professional people. By
relying on "word of mouth", the Company may be limited in the number of
potential acquisitions it can identify. While it is not presently
anticipated that the Company will engage unaffiliated professional firms
specializing in business acquisitions or reorganizations, such firms may be
retained if management deems it in the best interest of the Company.
Compensation to a finder or business acquisition firm may take various
forms, including one-time cash payments, payments based on a percentage of
revenues or product sales volume, payments involving issuance of securities
(including those of the Company), or any combination of these or other
compensation arrangements. Consequently, the Company is currently unable to
predict the cost of utilizing such services. Management of the Company will
not receive a finder's fee for locating a business opportunity.
The Company will not restrict its search to any particular business,
industry, or geographical location, and management reserves the right to
evaluate and enter into any type of business in any location. The Company
may participate in a newly organized business venture or a more established
company entering a new phase of growth or in need of additional capital to
overcome existing financial problems. Participation in a new business
venture entails greater risks since in may instances management of such a
venture will not have proved its ability, the eventual market of such
venture's product or services will likely not be established, and the
profitability of the venture will be unproved and cannot be predicted
accurately. If the Company participates in a more established firm with
existing financial problems, it may be subjected to risk because the
financial resources of the Company may not be adequate to eliminate or
reverse the circumstances leading to such financial problems.
In seeking a business venture, the decision of management will not be
controlled by an attempt to take advantage of any anticipated or perceived
appeal of a specific industry, management group, product, or industry, but
will be based on the business objective of seeking long-term capital
appreciation in the real value of the Company. The Company will not acquire
or merge with a business or corporation in which the Company's officers,
directors, or promoters, or their affiliates or associates, have any direct
or indirect ownership interest.
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The analysis of new businesses will be undertaken by or under the
supervision of the officers and directors. In analyzing prospective
business, management will consider, to the extent applicable, the available
technical, financial, and managerial resources; working capital and other
prospects for the future; the nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; the potential for profit; the perceived public recognition or
acceptance of products, services, or trade or service marks; name
identification; and other relevant factors.
The decision to participate in a specific business may be based on
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing
concepts, the merit of technological changes, and other factors which are
difficult, if not impossible, to analyze through any objective criteria. It
is anticipated that the results of operations of a specific firm may not
necessarily be indicative of the potential for the future because of the
requirement to substantially shift marketing approaches, expand
significantly, change product emphasis, change or substantially augment
management, and other factors.
The Company will analyze all available factors and make a determination
based on a composite of available facts, without reliance on any single
factor. The period within which the Company may participate in a business
cannot be predicted and will depend on circumstances beyond the Company's
control, including the availability of businesses, the time required for the
Company to complete its investigation and analysis of prospective business,
the time required to prepare appropriate documents and agreements provided
for the Company's participation, and other circumstances.
Acquisition of a Business
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, or other
reorganization with another corporation or entity; joint venture; license;
purchase and sale of assets; or purchase and sale of stock, the exact nature
of which cannot not be predicted. Notwithstanding the above, the Company
does not intend to participate in a business through the purchase of minority
stock positions. On the consummation of a transaction, it is likely that the
present management and shareholders of the Company will not be in control of
the Company. In addition, a majority or all of the Company's directors may,
as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's shareholders.
In connection with the Company's acquisition of a business, the present
shareholders of the Company, including officers and directors may, as a
negotiated element of the acquisition, sell a portion of all of the Company's
Common Stock held by them at a significant premium over their original
investment in the Company. As a result of such sales, affiliates of the
entity participating in the business reorganization with the Company would
acquire a higher percentage of equity ownership in the Company. Management
does not intend to actively negotiate for or otherwise require the purchase
of all or any portion of its stock as a condition to or in connection with
any proposed merger or acquisition. Although the Company's present
shareholders did not
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acquire their shares of Common Stock with a view towards
any subsequent sale in connection with a business reorganization, it is not
unusual for affiliates of the entity participating in the reorganization to
negotiate to purchase shares held by the present shareholders in order to
reduce the number of "restricted securities" held by persons no longer
affiliated with the Company and thereby reduce the potential adverse impact
on the public market in the Company's Common Stock that could result from
substantial sales of such shares after the restrictions no longer apply.
Public investors will not receive any portion of the premium that may be paid
in the foregoing circumstances. Furthermore, the Company's shareholders may
not be afforded an opportunity to approve or consent to any particular stock
buy-out transaction.
In the event of sales of shares by present shareholders of the Company,
including officers and directors, is a negotiated element of a future
acquisition, a conflict of interest may arise because directors will be
negotiating for the acquisition on behalf of the Company and for sales of
their shares for their own respective accounts. Where a business opportunity
is well suited for acquisition by the Company, but affiliates of the business
opportunity impose a condition that management sell their shares at a price
which is unacceptable to them, management may not sacrifice their financial
interest for the Company to complete the transaction. Where the business
opportunity is not well suited, but the price offered management for their
shares is high, Management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company. Management has
not adopted any policy for resolving the foregoing potential conflicts,
should they arise, and does not intend to obtain an independent appraisal to
determine whether any price that may be offered for their shares is fair.
Stockholders must rely, instead, on the obligation of management to fulfill
its fiduciary duty under sate law to act in the best interests of the Company
and its stockholders.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter. Although the terms of such
registration rights and the number of securities, if any, which may be
registered cannot be predicted, it may be expected that registration of
securities by the Company in these circumstances would entail substantial
expense to the Company. The issuance of substantial additional securities
and their potential sale into any trading market which may develop in the
Company's securities may have a depressive effect on such market.
While the actual terms of the transaction to which the Company may be a
party cannot be predicted, it may be expected that that the parties to the
business transaction will find it desirable to structure the acquisition as a
so-called "tax-free" event under sections 351 or 368(a) of the Internal
Revenue Code of 1986, (the "Code"). In order to obtain tax-free treatment
under section 351 of the Code, it would be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain less
than 20% of the issued and outstanding shares of the surviving entity.
Section 368(a) (1) of the Code provides for tax-free treatment of certain
business reorganizations between corporate entities where one corporation is
merged with or acquires the securities or assets of another corporation.
Generally, the Company will be the acquiring corporation in such a business
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reorganization, and the tax-free status of the transaction will not depend on
the issuance of any specific amount of the Company's voting securities. It
is not uncommon, however, that as a negotiated element of a transaction
completed in reliance on Section 368, the acquiring corporation issue
securities in such an amount that the shareholders of the acquired
corporation will hold 50% or more of the voting stock of the surviving
entity. Consequently, there is a substantial possibility that the
shareholders of the Company immediately prior to the transaction would retain
less than 50% of the issued and outstanding shares of the surviving entity.
Therefore, regardless of the form of the business acquisition, it may be
anticipated that stockholders immediately prior to the transaction will
experience a significant reduction in their percentage of ownership in the
Company.
Notwithstanding the fact that the Company is technically the acquiring
entity in the foregoing circumstances, generally accepted accounting
principals will ordinarily require that such transaction be accounted for as
if the Company had been acquired by the other entity owning the business and,
therefore, will not permit a write-up in the carrying value of the assets of
the other company.
The manner in which the Company participates in a business will depend
on the nature of the business, the respective needs and desires of the
Company and other parties, the management of the business, and the relative
negotiating strength of the Company and such other management.
The Company will participate in a business only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to such
closing, will outline the manner of bearing costs if the transaction is not
closed, will set forth remedies on default, and will include miscellaneous
other terms.
Operation of Business After Acquisition
The Company's operation following its acquisition of a business will be
dependent on the nature of the business and the interest acquired. The
Company is unable to predict whether the Company will be in control of the
business or whether present management will be in control of the Company
following the acquisition. It may be expected that the business will present
various risks, which cannot be predicted at the present time.
Government Regulation
It is impossible to predict the government regulation, if any, to which
the Company may be subject until it has acquired an interest in business.
The use of assets and/or conduct of business which the Company may acquire
could subject it to environmental, public health and safety, land use, trade,
or other governmental regulations and state or local taxation. In selecting
a business in which to acquire an interest, management will endeavor to
ascertain, to the extent of the limited resources of the Company, the effects
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of such government regulation on the prospective business of the Company. In
certain circumstances, however, such as the acquisition of an interest in a
new or start-up business activity, it may not be possible to predict with any
degree of accuracy the impact of government regulation. The inability to
ascertain the effect of government regulation on prospective business
activity will make the acquisition of an interest in such business a higher
risk.
Competition
The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by
virtue of their stronger financial resources and prior experiences in
business. There is no assurance that the Company will be successful in
obtaining suitable investments.
Employees
The Company is a development stage company and currently has no
employees. Executive officers, who are not compensated for their time
contributed to the Company, will devote only such time to the affairs of the
Company as they deem appropriate. Management of the Company expects to use
consultants, attorneys, and accountants as necessary, and does not anticipate
a need to engage any full-time employees so long as it is seeking and
evaluating businesses. The need for employees and their availability will be
addressed in connection with a decision whether or not to acquire or
participate in a specific business industry.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Results of Operations
Seven month period ended July 31, 1999
The Company had no revenue from continuing operations or from any other
source for the seven month period ended July 31, 1999.
General and administrative expenses for the seven month period ended
July 31, 1999, consisted of general corporate administration, legal and
professional expenses, and accounting and auditing costs. These expenses
were $2,921. The level of expenses reflects the needs of the Company during
a particular period of time as far as maintaining the corporate charter in
good standing and keeping financial statements current. Expenses incurred
during the seven month period also reflect fees incurred as part of the
Company's preparation of its registration statement on Form 10-SB under the
Securities Act of 1934. The Company is making the filing to become a
reporting company based on management's belief that reporting company status
may help the Company to attract and acquire a more substantial business
venture.
As a result of the foregoing factors, the Company realized a net loss
of $2,921 for the seven months ended July 31, 1999, which is equal to the
expenses incurred the same period of time.
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Calendar Years Ended December 31, 1998 and 1997
The Company had no revenue from continuing operations or from any other
source for the years ended December 31, 1998 and 1997.
General and administrative expenses for the years ended December 31, 1998 and
1997, consisted primarily of general corporate administration, legal and
professional expenses, and accounting and auditing costs. Expenses for 1997
also included expenses left over from the Company's operations as an
executive office space provider, prior to ceasing those operations in the
first part of 1997. Expenses for 1997 were higher overall due to remaining
expenses from operations. Legal, accounting and administrative expenses were
higher in 1998 due to the work necessary to obtain a symbol on the OTC
Bulletin Board.
Liquidity and Capital Resources
At July 31, 1999, the Company had working capital of approximately $2,265.
Since the cease of operations in 1997, the Company has had extremely limited
working capital which it has obtained through additional investment in the
Company by principal shareholders. The Company can only continue to exist by
the continued willingness of principal shareholders to fund the maintaining
of the Company.
Management believes that funding sources will continue to be available
to meet the anticipated needs of the Company's operations through at least
the next 12 months. However, there can be no assurances to that effect, as
the Company has no revenues and the Company's need for capital may change
dramatically if it acquires an interest in a business opportunity during that
period. The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company; and (ii)
search for potential business, products, technologies and companies for
acquisition. At present, the Company has no understandings, commitments or
agreements with respect to the acquisition of any business, product,
technology or company and there can be no assurance that the Company will
identify any such business, product, technology or company and there can be
no assurance that the Company will identify any such business, product,
technology or company suitable for acquisition in the future. Further, there
can be no assurance that the Company would be successful in consummating any
acquisition on favorable terms or that it will be able to profitably manage
the business, product, technology or company it acquires.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company utilizes office space at 1332 E. Martha Dunyon Cir.,
Draper, Utah 84020, provided by Richard M. Bench, an officer and director of
the Company. The Company does not pay rent for this office space.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of August 31, 1999, the number and
percentage of the outstanding shares of common stock which, according to the
information supplied to the Company, were beneficially owned by (i) each
person who is currently a director of the Company, (ii) each executive
officer, (iii) all current directors and executive officers of the Company as
a group and (iv) each person who, to the knowledge of the Company, is the
beneficial owner of more than 5% of the outstanding common stock. Except as
otherwise indicated, the persons named in the table have sole voting and
dispositive power with respect to all shares beneficially owned, subject to
community property laws where applicable.
Common Percent of
Name and Address Shares Class
Richard M. Bench (1) 137,500 8%
1332 East Martha Dunyon Circle
Draper, Utah 84020
David Dorton 200,000 12%
111 E. Broadway
Salt Lake City, Utah 84111
Don L. Oborn (1) 37,500 2%
385 W. Brigham Rd. #14
St. George, Utah 84790
Jim Rostad 200,000 12%
3172 North Rainbow
Las Vegas, Nevada 89108
Larry Snyder 200,000 12%
8011 Firebrand Court
Henderson, Nevada 89014
Stanley K. Stilwell 200,000 12%
7604 Delaware Bay Drive
Las Vegas, NV 89128
All Executive officers and
Directors of a Group (2) 175,000 11%
(1) Messrs. Bench and Oborn are all of the officers and directors of the
Company.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONAL
Directors and Officers
The following table sets forth the names, ages, and positions with the
Company for each of the directors and officers of the Company.
Name Age Position (1) Since
Richard M. Bench 58 President and Director 1998
Don L. Oborn 67 Secretary/treasurer and Director 1999
All executive officers are elected by the Board and hold office until the
next Annual Meeting of stockholders and until their successors are elected
and qualify.
The following information on the business experience of each director and
officer.
Richard M. Bench is a licensed realtor and for the past five years has
been the operations and marketing manager for El Ray Bench Real Estate Corp.
Mr. Bench's recent business experience has also included being director of
marketing, director of skier services and ski instructor for Canyon Ski
Resort, location near Park City Utah. Mr Bench has owned and operated
several small businesses and is the owner and manager of several residential
rental properties.
Don L. Oborn graduated from the University of Utah located in Salt Lake
City, Utah in 1956 with a B.S. degree in business management. For most of
his professional career he sold life insurance from which he retired in 1991.
In June, 1996, he came out of retirement to work with the Utah Business
Alliance, Custom Fit Training program through Dixie College in St. George,
Utah. In that capacity, he teaches business classes and seminars on
management and leadership principles.
ITEM 6. EXECUTIVE COMPENSATION
The Company has no agreement or understanding, express or implied, with
any officer, director, or principal stockholder, or their affiliates or
associates, regarding employment with the Company or compensation for
services. The Company has no plan, agreement, or understanding, express or
implied, with any officer, director, or principal stockholder, or their
affiliates or associates, regarding the issuance to such persons of any
shares of the Company's authorized and unissued common stock. There is no
understanding between the Company and any of its present stockholders
regarding the sale of a portion of all of the common stock currently held by
them in connection with any future participation by the Company in a
business. There are no other plans, understandings, or arrangements whereby
any of the Company's officers, directors, or principal stockholders, or any
of their affiliates or associates, would receive funds, stock, or other
assets in connection with the Company's participation in a business. No
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advances have been made or contemplated by the Company to any of its
officers, directors, or principal stockholders, or any of their affiliates or
associates.
There is no policy that prevents management from adopting a plan or
agreement in the future that would provide for cash or stock based
compensation for services rendered to the Company.
On acquisition of a business, it is possible that current management
will resign and be replaced by persons associated with the business acquired,
particularly if the Company participates in a business by effecting a stock
exchange, merger, or consolidation as discussed under "BUSINESS." In the
event that any member of current management remains after effecting a
business acquisition, that member's time commitment and compensation will
likely be adjusted based on the nature and location of such business and the
services required, which cannot now be foreseen.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no proposed transactions and no transactions during the past
two years to which the Company was a party and which any officer, director,
or principal stockholder, or their affiliates or associates, was also a
party.
ITEM 8. DESCRIPTION OF SECURITIES
The Company is authorized to issue 25,000,000 shares of common stock,
par value $0.001 per share, of which 1,634,250 shares are issued and
outstanding. Holders of common stock are entitled to one vote per share on
each matter submitted to a vote at any meeting of stockholders. Shares of
common stock do not carry cumulative voting rights and, therefore, holders of
a majority of the outstanding shares of common stock will be able to elect
the entire board of directors, and, if they do so, minority stockholders
would not be able to elect any members to the board of directors. The
Company's board of directors has authority, without action by the Company's
stockholders, to issue all or any portion of the authorized but unissued
shares of common stock, which would reduce the percentage ownership in the
Company of its stockholders and which may dilute the book value of the common
stock. Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock. The common stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of common stock are entitled to share
equally in corporate assets after satisfaction of all liabilities. Holders
of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for
the payment of dividends. The Company has not paid dividends on its common
stock and does not anticipate that it will pay dividends in the foreseeable
future.
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PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON REGISTRANT'S COMMON
EQUITY AND OTHER STOCKHOLDER MATTERS
Although quotations for the Company's common stock appear on the OTC
Bulletin Board, there is no established trading market for the common stock.
The Company first obtained a symbol on the OTC Bulletin Board in the late
summer of 1998. Recent information generated by the OTC Bulletin shows no
trades in the Company's shares since that time.
There are no outstanding options or warrants to purchase shares of
common stock nor are there outstanding securities convertible into common
stock. All shares of common stock outstanding may be sold without
restrictions under Rule 144(k) promulgated under the Securities Act of 1933,
except 1,100,000 shares which are held by officers, directors, and
controlling stockholders ("Control Shares"). Control shares may be sold
subject to complying with all of the terms and conditions of Rule 144, except
the one-year holding period which has been satisfied. The Company has not
agreed to register any common shares and is not planning a registered
offering at the present time.
Since its inception, no dividends have been paid on the Company's
common stock. The Company intends to retain any earnings for use in its
business activities, so it is not expected that any dividends on the common
stock will be declared and paid in the foreseeable future.
At September 21, 1999, there was approximately 47 holders of record of
the Company's Common Stock.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings,
and to the best of its knowledge, no such proceedings by or against the
Company have been threatened.
ITEM 3 CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS
There have been no changes in or disagreements with accountants in the
past three years.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On or about March 20, 1998 the Company issued 100,000 shares of common
stock to Richard M. Bench in exchange for the Mr. Bench paying some of the
accounts payable of the Company. The shares issued were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933. There
have been no other sales of securities by the Company in the past three
years.
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ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Revised Statutes provides in relevant part
as follows:
(1) A corporation may 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 except an action by or in the right of the corporation, by
reason of he fact that he 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 expenses, including
attorneys fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if the acted in good faith and in a manner which 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 this conduct was unlawful. The termination of any action,
suit, or proceeding by judgment, order, settlement, conviction, or on a plea
of nolo contendere 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 interests of the
corporation, and that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he 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
expenses, including amounts paid in settlement and attorney's fees actually
and reasonably 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 interests of the
corporation. Indemnification may not be made for 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 an 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 expenses which such court shall
deem proper.
(3) To the extent that a director, officer, employee, or agent of
a corporation has been successful on the merits or otherwise in defense of
any action, suit, or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred
by him in connection therewith.
The Company's articles of incorporation provides that the Company may
indemnify to the full extent of its power to do so under Nevada law, all
directors, officers, employees, and/or agents of the Company for liabilities
and expenses reasonably incurred in connection with any action, suit, or
-13-
<PAGE>
proceeding to which such person may be a party by reason of such person's
position with the Company. Consequently, the Company intends to indemnify
its officers, directors, employees, and agents to the full extent permitted
by the statue noted above.
PART F/S
FINANCIAL STATEMENTS
The financial statements of the Company appear at the end of this
report beginning with the Index to Financial Statements on Page 15.
PART III
ITEM 1. INDEX TO EXHIBITS
Copies of the following documents are included as exhibits to this
report pursuant to Item 601 of Regulation S-B.
Exhibits
Exhibits SEC Title of Document Location
No. Ref. No.
1 (2) Articles of Incorporation Fm 10-SB
2 (2) By-Laws Fm 10-SB
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf
by the undersigned thereunto duly authorized.
CORPORATE DEVELOPMENT CENTERS, INC.
Date: September 21, 1999 By: (Signature)
--------------------- --------------------------------
Richard M. Bench, President
-14-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A Development Stage Company)
Financial Statements
Board of Directors
Corporate Development Centers, Inc.
Las Vegas, Nevada
We have compiled the accompanying balance sheet of Corporate Development
Centers, Inc. (a development stage company) as of July 31, 1999 and the
related statements of operations, cash flows and changes in stockholders'
equity for the period from August 29, 1995 (date of inception) to July 31,
1999 in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have no audited or
reviewed the accompanying financial statements and accordingly do not express
an opinion or any other forms of assurance on them.
/s/ Ted A. Madsen
August 10, 1999
-15-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JULY 31, 1999
ASSETS
Cash in bank $ 2,265
Organization costs less accumulated
Amortization of $2,011 601
___________
TOTAL ASSETS $ 2,865
===========
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable $ 1,345
___________
Total Liabilities 1,345
Stockholders' Equity
Common stock, authorized 25,000,000 shares
At $.001 par value, issued and outstanding
1,234,250 shares 1,234
Additional paid-in capital 47,559
(Deficit) accumulated during the development
stage (47,272)
____________
Total Stockholders' Equity 1,521
============
TOTAL LIABILITES & STOCKHOLDER'S EQUITY $ 2,866
============
-16-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE SEVEN MONTHS ENDED
BALANCE SHEET
JULY 31, 1999
(With Cumulative Figures From Inception)
From Inception,
Seven Months Ended August 29, 1995
July 31, 1999 to July 31, 1999
__________________ _________________
RENTAL INCOME $ - $ 17,061
Expenses
Advertising - 1,657
Amortization 329 2,199
Cleaning - 1,803
Consulting - 3,605
Depreciation - 2,477
Fees - 1,083
Insurance - 414
Office Expenses 21 3,085
Rent - 27,109
Professional Fees 2,571 8,879
Telephone - 5,731
Utilities - 1,200
________________ ________________
Total Expenses $ 2,921 $ 59,242
Net (Loss) Before Extraordinary
Item (2,921) (42,181)
Extraordinary Item: - (5,091)
________________ ________________
Net (Loss) $ (2,921) $ (47,272)
================
Accumulated deficit, beginning
of period $ (44,351)
________________
Deficit accumulated during the
development stage $ (47,272)
================
-17-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SEVEN MOMTHS ENDED JULY 31, 1999 AND FROM AUGUST 29, 1995
(Date of Inception) TO JULY 31, 1999
Additional
Common Stock Paid-in
Shares Amount Capital Total
Balance - $ - $ - $ -
August 29, 1995
Issuance of common
Stock in cash 800,000 800 7,200 8,000
Issuance of common
Stock for services 200,000 200 - 200
Net (loss) for period - - - (2,020)
_________ _________ __________ _________
Balance,
December 31, 1995 1,000,000 1,000 7,200 6,180
Issuance of common
Stock, net of offering
Costs 534,250 534 30,059 30,593
Net (loss) for period - - - (21,167)
_________ _________ __________ _________
Balance
December 31, 1996 1,534,250 1,534 37,259 15,606
Net (loss) for period - - - (14,828)
_________ _________ __________ _________
Balance
July 31, 1999 1,534,250 1,534 37,259 778
Issuance of common
Stock for cash 200,000 200 9,800 10,000
Cancellation of (500,000) (500) 500
Common shares
Net (loss) for period - - - (6,336)
_________ _________ __________ _________
Balance
December 31, 1998 - - - (2,921)
Balance
July 31, 1999 1,234,250 $ 1,234 $ 47,559 $ 1,521
-18-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SEVEN MONTHS ENDED JULY 31, 1999 AND FROM AUGUST 29, 1995
(Date of Inception)TO JULY 31, 1999
From inception
Seven Months Ended August 29, 1995
July 31, 1999 to July 31, 1999
___________________ __________________
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES
Net Loss $ (2,921) $ (47,272)
Noncash items included in net loss
Amortization 329 2,199
(Decrease) in stock subscription
receivable 3,500 -
Increase in Accounts Payable 1,345 1,345
_____________ ______________
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 2,253 (43,728)
CASH FLOWS (USED) BY INVESTING
ACTIVITIES
Organizational costs - (2,800)
_____________ ______________
NET CASH (USED) BY INVESTING
ACTIVITIES - (2,800)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale (cancellation) of common stock - 1,234
Additional paid-in capital - 59,706
Less offering costs - (12,147)
_____________ ______________
NET CASH PROVIDED BY
FINANCING ACTIVITIES - 48,793
NET INCREASE IN CASH 2,253 $ 2,265
=============
CASH AT BEGINNING OF PERIOD 12
___________
CASH AT END OF PERIOD $ 2,265
=============
-19-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 1999
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 29, 1995 under the laws of
the state of Nevada. The business purpose of the Company is to
provide executive office facilities and services and provide
corporate registered agent service to Nevada corporations.
The Company will adopt accounting policies and procedures based
upon the nature of future transactions
NOTE B: ORGANIZATION COSTS
Organization costs were capitalized and amortized over 60 months.
NOTE C: OFFERING COSTS
The offering costs which were incurred by the Company in
connection with a public stock offering were offset against the
net offering proceeds of the stock offering.
NOTE D: PUBLIC STOCK OFFERING
In March of 1996, the Company completed the stock offering and
sold 534,250 shares of its common stock at $.08 per share and
received net proceeds of $40,103 from that offering. The net
proceeds will be used to provide executive office facilities and
services and provide corporate registered agent service to Nevada
corporations.
NOTE E: OFFICE EQUIPMENT
Office equipment is carried at cost. Expenditures for the
maintenance and repair are charged against operations. Renewals
and betterments that materially extend the life of the assets are
capitalized.
Depreciation of the equipment is provided for using the straight-
line method over the estimated useful lives for both federal
income tax and financial reporting.
All of the office equipment was sold and the existing operations
were discontinued in 1997. The sale of the equipment resulted in
an extraordinary loss of $5,091.
-20-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 1999
NOTE F: DEVELOPMENT STAGE COMPANY
The company is a development stage company as defined in
Financial Accounting Standards Board Statement No. 7. It is
concentrating substantially all of its efforts in raising capital
and developing its business operations in order to generate
significant revenue.
NOTE G: RELATED PARTY TRANSACTIONS
The Company retained a shareholder to assist with the formation
of the Company and issued 200,000 shares of its commons tock for
these services. These services were valued at $200 or $.001 per
share.
The Company paid cash to a shareholder in the amount of $2,500 in
connection with the formation of the Company and the preparation
and Implementation of the business plan.
NOTE H: USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principals requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
-21-
<PAGE>
Board of Directors
Corporate Development Centers, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheet of Corporate Development
Centers, Inc. (a development stage company) as of December 31, 1998 and the
related statements of operations, cash flows and changes in stockholders'
equity for the period from August 29, 1995 (date of inception) to December
31, 1998. These financial statements are the responsibility of Corporate
Development Centers, Inc.'s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform 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. We believe that our audit of the financial
statements provides a reasonable basis for our opinion.
In our opinion, the accompanying financial statements present fairly, in all
material respects, the financial position of Corporate Development Centers,
Inc. as of December 31, 1998 and the results of operations, cash flows and
changes in stockholders' equity for the period then ended, in conformity with
generally accepted accounting principles.
-22-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash in bank $ 12
Organization costs less accumulated
Amortization of $1,870 930
3,500
----------
TOTAL ASSETS $ 4,442
----------
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable $ -
----------
Total Liabilities -
Stockholders' Equity
Common stock, authorized 25,000,000 shares
At $.001 par value, issued and outstanding
1,234,250 shares 1,234
Additional paid-in capital 47,559
(Deficit) accumulated during the development
stage (44,351)
----------
Total Stockholders' Equity 4,442
TOTAL LIABILITES & STOCKHOLDER'S EQUITY $ 4,442
==========
-23-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEAR ENDED DECEMBER 31, 1998
(With Cumulative Figures From Inception)
From Inception,
Year Ended August 29, 1995
December 31, 1998 to December 31, 1998
------------------- ----------------------
RENTAL INCOME $ - $ 17,061
Expenses
Advertising - 1,657
Amortization 562 1,870
Cleaning - 1,803
Consulting - 3,605
Depreciation - 2,477
Fees - 1,083
Insurance - 414
Office Expenses 21 3,085
Rent - 27,109
Professional Fees 5,598 6,308
Telephone - 5,731
Utilities - 1,200
------------- --------------
Total Expenses $ 2,921 $
56,321
Net (Loss) Before Extraordinary Item (6,336) (39,260)
Extraordinary Item: - (5,091)
------------- ---------------
Net (Loss) $ (6,336) $ (44,351)
Accumulated deficit, beginning
of period $ (38,015)
-------------
Deficit accumulated during the
development stage $ (44,351)
=============
-24-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM AUGUST 29, 1995 (Date of Inception)
TO DECEMBER 31, 1998
Additional
Common Stock Paid-in
Shares Amount Capital Total
Balance - $ - $ - -
August 29, 1995
Issuance of common
Stock in cash 800,000 800 7,200 8,000
Issuance of common
Stock for services 200,000 200 - 200
Net (loss) for period - - - (2,020)
------- ------- ------- -------
Balance,
December 31, 1995 1,000,000 1,000 7,200 6,180
Issuance of common
Stock, net of offering
Costs 534,250 534 30,059 30,593
Net (loss) for period - - - (21,167)
------- ------- ------- -------
Balance
December 31, 1996 1,534,250 1,534 37,259 15,606
Net (loss) for period - - - (14,828)
------- ------- ------- -------
Balance
December 31, 1997 1,534,250 1,534 37,259 778
Issuance of common
Stock for cash 200,000 200 9,800 10,000
Cancellation of (500,000) (500) 500
Common shares
Net (loss) for period - - - (6,336)
------- ------- ------- -------
Balance
December 31, 1998 1,234,250 $ 1,234 $ 47,559 $ 1,521
========= ========== ========== =========
-25-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
(With Cumulative Figures From Inception)
From inception
Year Ended August 29, 1995 to
December 31, 1998 December 31, 1998
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES
Net Loss $ (6,336) $ (44,351)
Noncash items included in net loss
Amortization 562
1,870
Increase in stock subscription
receivable 3,500 3,500
(Decrease) in Accounts payable 714 -
---------- -----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 9,988 45,981
CASH FLOWS (USED) BY INVESTING
ACTIVITIES
Organizational costs - (2,800)
---------- -----------
NET CASH (USED) BY INVESTING
ACTIVITIES - (2,800)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale (cancellation) of common stock (300) 1,234
Additional paid-in capital 10,300 59,706
Less offering costs - (12,147)
---------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 10,000 48,793
NET INCREASE IN CASH 12 $ 12
===========
CASH AT BEGINNING OF PERIOD -
----------
CASH AT END OF PERIOD $ 12
==========
-26-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 29, 1995 under the laws of
the state of Nevada. The business purpose of the Company is to
provide executive office facilities and services and provide
corporate registered agent service to Nevada corporations.
The Company will adopt accounting policies and procedures based
upon the nature of future transactions
NOTE B: ORGANIZATION COSTS
Organization costs were capitalized and amortized over 60 months.
NOTE C: OFFERING COSTS
The offering costs which were incurred by the Company in
connection with a public stock offering were offset against the
net offering proceeds of the stock offering.
NOTE D: PUBLIC STOCK OFFERING
In March of 1996, the Company completed the stock offering and
sold 534,250 shares of its common stock at $.08 per share and
received net proceeds of $40,103 from that offering. The net
proceeds will be used to provide executive office facilities and
services and provide corporate registered agent service to Nevada
corporations.
NOTE E: OFFICE EQUIPMENT
Office equipment is carried at cost. Expenditures for the
maintenance and repair are charged against operations. Renewals
and betterments that materially extend the life of the assets are
capitalized.
Depreciation of the equipment is provided for using the straight-
line method over the estimated useful lives for both federal
income tax and financial reporting.
All of the office equipment was sold and the existing operations
were discontinued in 1997. The sale of the equipment resulted in
an extraordinary loss of $5,091.
-27-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE F: RELATED PARTY TRANSACTIONS
The Company retained a shareholder to assist with the formation
of the Company and issued 200,000 shares of its common stock for
these services. These services were valued at $200 or $.001 per
share.
The Company paid cash to a shareholder in the amount of $2,500 in
connection with the formation of the Company and the preparation
and implementation of the business plan.
NOTE G: USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
-28-
<PAGE>
To the Board of Directors and Stockholders
of Corporate Development Centers, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Corporate Development
Centers, Inc. ( development stage company) as of December 31, 1997 and the
related statements of operations, cash flows and changes in stockholders'
equity for the period from August 29, 1995 (date of inception) to December
31, 1997. These financial statements are the responsibility of Corporate
Development Centers, Inc.'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 I 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 principals used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit of the financial
statements provide a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present fairly, in
all material respects, the financial position of Corporate Development
Centers, Inc. of December 31, 1997 and the results of the operations, cash
flows and changes in stockholders' equity for the period then ended, in
conformity with generally accepted accounting principals.
David Coffey C.P.A.
June 16, 1998
-29-
<PAGE>
CORPORATE DEVELOMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
Organizational costs less accumulated
Amortization of $1,308 $ 1,492
------------
Total Assets $ 1,492
============
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 714
------------
Total Liabilities 714
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.001 par value, issued and outstanding
1,534,250 shares 1,534
Additional paid-in capital 37,259
Deficit accumulated during the
Development stage (38,015)
-------------
Total Stockholders' Equity 778
Total Liabilities and Stockholders' Equity $ 1,492
============
The accompanying notes are an integral part of
these financial statements
-3O-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEAR ENDED DECEMBER 31, 1997
(With Cumulative Figures From Inception)
From Inception
Year ended August 29, 1995
December 31, 1997 To December 31, 1997
----------------- --------------------
Rental income
$ 0 $ 17,061
Expenses
Advertising 0 1,657
Amortization 564 1,308
Cleaning 0 1,803
Consulting 0 3,605
Depreciation 0 2,477
Fees 35 905
Insurance 0 414
Office expense 1,052 3,064
Rent 5,754 27,109
Professional fees 0 712
Telephone 1,974 5,731
Utilities 358 1,200
---------- -----------
Total expenses 9,737 49,985
Net Loss before extraordinary items (9,737) (32,924)
Extraordinary item:
Loss on sale of office furniture (5,091) (5,091)
---------- -----------
Net loss (14,828) $ (38,015)
===========
Retained earnings, (23,187)
----------
Deficit accumulated during
The development stage $ (38,015)
===========
The accompanying notes are an integral part of
these financial statements
-31-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM August 29, 1995 (Date of Inception)
To December 31, 1997
Additional
Common Stock Paid-in
Shares Amount Capital Total
Balance
August 29, 1995 --- $ --- $ --- $ ---
Issuance of common
stock for cash 800,000 800 7,200 8,000
Issuance of common
stock for services 200,000 200 --- 200
Less net loss --- --- --- ---
___________ __________ __________ __________
Balance,
December 31, 1995 1,000,000 1,000 7,200 6,180
Issuance of common
stock for cash 534,250 534 42,206 42,740
less net loss --- --- --- (21,167)
Less offering costs --- --- (12,147) (12,147)
___________ __________ __________ __________
Balance,
December 31, 1996 1,534,250 $ 1,534 $ 37,259 $ 15,606
Less net loss --- --- --- ---
___________ __________ __________ __________
Balance,
December 31, 1997 1,534,250 $ 1,534 $ 37,259 $ 778
========== ========= ========= =========
The accompanying notes are an integral part of
these financial statements
-32-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997
(With Cumulative Figures From Inception)
From Inception,
Year ended August 29, 1995
December 31, To December 31,
1997 1997
------------ ---------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net Loss $ (14,828) $ (38,015)
Noncash items included in net loss
Amortization 564 1,308
Depreciation 0 0
(Increase (Decrease) in:
Accounts payable 0 712
Deposits 2,660 0
---------- ----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (11,604) (35,995)
CASH FLOWS USED INVESTING ACTIVITIES
Organizational costs 0 2,800
Equipment (11,191) 0
---------- ----------
NET CASH USED BY
INVESTING ACTIVITIES (11,191) 2,800
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0 1,534
Additional paid-in capital 0 49,406
Less offering costs 0 (12,147)
---------- ----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 38,793
NET INCREASE IN CASH (413) $ (2)
CASH AT BEGINNING OF PERIOD 411 ===========
CASH AT END OF PERIOD $ (2)
(Reclassified as accounts ===========
payable)
The accompanying notes are an integral part of
these financial statements
-33-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1997
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 29, 1995 under the laws of
the state of Nevada. The business purpose of the Company is to
provide executive office facilities and services and provide
corporate registered agent service to Nevada corporations.
The Company will adopt accounting policies and procedures based
upon the nature of future transactions.
NOTE B ORGANIZATION COSTS
Organization costs were capitalized and amortized over 60 months.
NOTE C The offering costs which were incurred by the Company in
connection with a public stock offering were offset against the
net offering proceeds of the stock offering.
NOTE D PUBLIC STOCK OFFERING
In March of 1996, the Company completed the stock offering and
sold 534,250 shares of its common stock at $.08 per share and
received net proceeds of $40,103 from that offering. The net
proceeds will be used to provide executive office facilities and
services and provide corporate registered agent service to Nevada
corporations.
NOTE E OFFICE EQUIPMENT
Office equipment is carried at cost. Expenditures for the
maintenance and repair are charged against operations. Renewals
and betterments that materially extend the life of the asset are
capitalized.
Depreciation of the equipment is provided for using the straight-
line method over the estimated useful lives for both federal
income tax and financial reporting.
All of the office equipment was sold and the existing operations
were discontinued in 1997. The sale of the equipment resulted in
a net loss of $11,191.
-35-
<PAGE>
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1997
NOTE F RELATED PARTY TRANSACTIONS
The Company has retained one of its shareholders to assist with
the formation of the Company and issued 200,000 shares of its
common stock for these services. These services were valued at
$200 or $.001 per share.
The Company paid to pay one of its shareholders $2,500 in
connection with the formation of the Company and the preparation
and implementation of the business plan.
-35-
<PAGE>
ARTICLES OF INCORPORATION
OF
CORPORATE DEVELOPMENT CENTERS, INC.
FIRST. The name of the corporation is:
CORPORATE DEVELOPMENT CENTERS, INC.
SECOND. Its registered office in the State of Nevada is located at 7604
Delaware Bay Drive, Las Vegas, Nevada 89128, that this Corporation may
maintain an office, or offices, in such other place within or without the
State of Nevada as may be from time to time designated by the Board of
Directors, or by the By-Laws of said Corporation, and that this Corporation
may conduct all Corporation business of every kind and nature, including the
holding of all meetings of Directors and Stockholders, outside the State of
Nevada as well as within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage
in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be
conferred upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers,
when not inconsistent with the purposes and objects for which this corporation
is organized.
(C) Shall have power to have succession by its corporate name
for the period limited in its certificate or articles of incorporation, and
when no period is limited, perpetually, or until dissolved and its affairs
wound up according to law.
(D) Shall have the power to effect litigation in its own behalf
and interest in any court of law.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and
personal estate and mortgage or lease any such real and personal estate with
its franchises. The power to hold real and personal estate shall include the
power to take the same and devise or bequest in the State of Nevada, or in
any other state, territory or country.
(G) Shall have power to appoint such officers and agents as the
affairs of the corporation shall require, and to allow them suitable
compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the
transfer of its stock, the transaction of this business, and the calling and
holding of meetings of its stockholders.
(I) Shall have power to dissolve itself.
(J) Shall have power to adopt and use a common seal or stamp,
and alter the same. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or
stamp, if it desires, but such use or nonuse shall not in any way affect the
legality of the document.
(K) Shall have power to borrow money and contract debts when
necessary for the transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, or for any other lawful purpose of
its incorporation; to issue bonds, promissory notes, bills of exchange,
debentures, and other obligations and evidences of indebtedness, payable at a
specified time or times, or payable upon the happening of a specified event or
events, whether secured by mortgage, pledge or otherwise, or unsecured, for
money borrowed, or in payment for property purchased, or acquired, or for any
other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created
by, any other corporation or corporations of the State of Nevada, or any other
state or government, and, while owners of such stock, bonds, securities or
evidences of indebtedness, to exercise all the rights, powers and privileges
of ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares
of its own capital stock and use therefor its capital, capital surplus,
surplus, or other property or fund.
(N) Shall have power to conduct business, have one or more
offices, and hold, purchase mortgage and convey real and personal property in
the State of Nevada, and in any of the several states, territories,
possessions and dependencies of the United States, the District of Columbia,
and foreign countries.
(O) Shall have power to do all and everything necessary and
proper for the accomplishment of the objects enumerated in its certificate or
articles of incorporation, or any amendment thereof, or necessary or
incidental to the protection and benefit of the corporation, and, in general
to carry on any lawful business necessary or incidental to the attainment of
the objects of the corporation, whether or not such business is similar in
nature to the objects set forth in the certificate or articles of
incorporation of the corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or
for charitable scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or
limited, or joint ventures in connection with any lawful activities.
FOURTH. The aggregate number of shares the corporation shall have
authority to issue shall be TWENTY FIVE MILLION (25,000,000) shares of common
stock, par value one mil ($.001) per share, each share of common stock having
equal rights and preferences, voting privileges and preferences.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as all be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and post office address of the first Board of Directors
all be one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Stanley K. Stilwell 7604 Delaware Bay Drive
Las Vegas, Nevada 89128
SIXTH. The capital stock, after the amount of the subscription price,
or par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Stanley K. Stilwell 7604 Delaware Bay Drive
Las Vegas, Nevada 89128
EIGHTH. The resident agent for this corporation shall be:
STANLEY K. STILWELL
The address of said agent, and the registered or statutory address of this
corporation is the state of Nevada shall be:
7604 Delaware Bay Drive
Las Vegas, Nevada 89128
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one
(1) or more committees, each committee to consist of one or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
or in the By-Laws of the Corporation, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation. Such committee, or committees shall have such name, or names as
may be stated in the By-Laws of the Corporation , or as may be determined from
time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise as least a majority of the voting
power given at a Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of the
voting stock issued and outstanding, the Board of Directors shall have power
and authority at any meeting to sell, lease or exchange all of the property
and assets of the Corporation, including its good will and its corporate
franchises, upon such terms and conditions as its Board of Directors deems
expedient and for the best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or
other securities convertible into stock may be issued or disposed of by the
Board of Directors to such persons and on such terms as in its discretion it
shall deem advisable.
TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided however, that the foregoing provision shall
not eliminate or limit the liability or a director of officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation
of law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts of omissions prior to such repeal or
modification.
THIRTEENTH. This Corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by stature, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
I, THE UNDERSIGNED, being the Incorporation hereinbefore named for the
purpose of forming a Corporation pursuant to the General Corporation Law of
the State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set my hand this 28th day of August, 1995.
___/s/___________________________
Stanley K. Stilwell
STATE OF NEVADA )
: ss.
COUNTY OF CLARK )
On this the 28th day of August, 1995, in Las Vegas, Nevada before me,
the undersigned, a Notary Public in and for Las Vegas, State of Nevada
personally appeared Stanley K. Stilwell, known to me to be the person whose
name is subscribed to the foregoing document and acknowledged to me that he
executed the same.
___/s/____________________________
Notary Public
I, Stanley K. Stilwell, hereby accept as Resident Agent for the
previously named Corporation.
__8/28/95__ _____/s/________________________
Date Stanley K. Stilwell
BYLAWS
OF
CORPORATE DEVELOPMENT CENTERS, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation
shall be located in the City of Las Vegas, Nevada, Clark County, State of
Nevada.
SECTION 2. OTHER OFFICES. In addition to the principal office at 3172
Rainbow, Las Vegas, Nevada, other offices may also be maintained at such other
place or places, either within or without the State of Nevada, as may be
designated from time to time by the Board of Directors, where any and all
business of the Corporation may be transacted, and where meetings of the
stockholders and of the Directors may be held with the same effect as though
done or held at said principal office.
ARTICLE II
MEETING OF THE STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders,
commencing with the year 1995, shall be held at the registered office of the
corporation, or at such other place as may be specified or fixed in the notice
of said meetings in the month of or the month preceding the due date of the
annual list of the officers and directors of the corporation at such time as
the shareholders shall decide, for the election of directors and for the
transaction of such other business as may properly come before said meeting.
SECTION 2. NOTICE OF ANNUAL MEETING. The Secretary shall mail, in the
manner provided in Section 5 of Article II of these Bylaws, or deliver a
written or printed notice of each annual meeting to each stockholder of
record, entitled to vote thereat, or may notify by telegram, at least ten and
not more than sixty (60) days before the date of such meeting.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place either within or without the State of Nevada as the place of meeting for
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all stockholders may designate any place either
within or without the State of Nevada, as the place for holder of such
meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of Corporation in
the State of Nevada, except as otherwise provided in Section 6, Article II of
these Bylaws, entitled "Meeting of All Stockholders."
SECTION 4. SPECIAL MEETING. Special meetings of the stockholders shall
be held at the principal office of the Corporation or at such other place as
shall be specified or fixed in a notice hereof. Such meetings of the
stockholders may be called at any time by the President or Secretary, or by a
majority of the board of Directors then in office, and shall be called by the
President with or without Board approval on the written request of the holders
of record of at least fifty percent (50%) of the number of shares of the
Corporation then outstanding and entitled to vote, which written request shall
state the object of such meeting.
SECTION 5. NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting and, in case of special meeting, the
purpose for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President or the
Secretary to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the stockholder at his/her address as it
appears on the records of the Corporation, with postage prepaid.
Any stockholder may at any time, by duly signed statement in writing to
that effect, waive any statutory or other notice of any meeting, whether such
statement by signed before or after such meeting.
SECTION 6. MEETING OF ALL STOCKHOLDERS. If all the stockholders shall
meet at any time and place, either within or without the State of Nevada, and
co0nsent to the holding of the meeting at such time and place, such meeting
shall be valid without call or notice and at such meeting any corporate action
may be taken.
SECTION 7. QUORUM. At all stockholder's meetings, the presence in
person or by proxy of the holders of a majority of the outstanding stock
entitled to vote shall be necessary to constitute a quorum for the transaction
of business, but a lesser number may adjourn to some future time not less than
seven (7) nor more than twenty-one (21) days later, and the Secretary shall
thereupon give at least three (3) days' notice by mail to each stockholders
entitled to vote who is absent from such meeting.
SECTION 8. MODE OF VOTING. At all meetings of the stockholders the
voting may be voice vote, but any qualified voter may demand a stock vote
whereupon such stock vote shall be taken by ballot, each of which shall state
the name of the stockholder voting and the number of shares voted by him/her
and, if such ballot be cast by proxy, it shall also state the name of such
proxy; provided, however, that the mode of voting prescribed by statute for
any particular case shall be in such case followed.
SECTION 9. PROXIES. At any meeting of the stockholders, any
stockholder may be represented and vote by a proxy or proxies appointed by an
instrument in writing. In the event any such instrument in writing shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one shall be present, then that one shall
have and may exercise all of t he powers conferred by such written instrument
upon all of the persons so designated unless the instrument shall otherwise
provide. No such proxy shall be valid after the expiration of six (6) months
from the date of its execution, unless coupled with an interest, or unless the
person executing it specified therein the length of time for which it is to
continue in force, which in no case shall exceed seven (7) years form the
date of its execution. Subject to the above, any proxy duly executed is not
revoked and continues in full force and effect until any instrument revoking
it or duly executed proxy bearing a later date is filed with the Secretary of
the Corporation. at no time shall any proxy be valid which shall be filed
less than ten (10) hours before the commencement of the meeting.
SECTION 10. VOTING LISTS. The officer or agent in charge of the
transfer books for shares of the corporation shall make, at least three (3)
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order with the
number of shares held by each, which list for a period of two (2) days prior
to such meeting shall be kept on file at the registered office of the
corporation and shall be subject to inspection by any stockholder at any time
during the whole time of the meeting. The original share ledger or transfer
book, or duplicate thereof, kept in this state, shall be prima facie evidence
as to who are the stockholders entitled to examine such list or share ledger
or transfer book or to vote at any meeting of stockholders.
SECTION 11. CLOSING TRANSFER BOOKS OR FIXING OR RECORD DATE. For the
purpose of determining stockholders entitled to notice or to vote for any
meeting of stockholders, the Board of Directors of the corporation may provide
that the stock transfer books be closed for a stated period but not to exceed
in any case sixty (60) days before such determination. If the stock transfer
books be closed for the purpose of determining stockholders entitled to notice
of a meeting of stockholders, such books shall be closed for at least fifteen
(15) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date in any case
to be not more than sixty (60) days, not less than ten (10) days prior to the
date on which the particular action, requiring such determination of
stockholders, is to be taken. If the stock transfer books are not closed and
no record date is fixed for determination of stockholders entitled to notice
of the meeting is mailed or the date on which the resolution of the board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record of date for such determinations of shareholders.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Bylaws of such corporation by prescribe, or in
the absence of such provisions, the Board of Directors of such corporation may
determine.
Shares standing the in name of deceased person may be voted by his/her
administrator or executor, either in person or by proxy. Shares standing in
the name of the guardian, conservator or trustee shall be entitled, as such
fiduciary, to vote shares held by him without a transfer of such shares into
his/her name.
A stockholder whose shares are pledged shall be entitled to vote such
shares until shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any time, but shares of
its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at any given
time.
SECTION 13. INFORMAL ACTION BY STOCKHOLDERS. Any action is required to
be taken at a meeting of the stockholders or any other action which may be
taken at a meeting of the stockholders except the election of directors may be
taken without a meeting if a consent in writing setting for the action so
taken shall be signed by all of the stockholders entitled to vote with respect
to the subject matter thereof.
SECTION 14. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one (1) vote upon each matter submitted to vote at a
meeting of stockholders.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The Board of Directors shall have the
control and general management of the affairs and business of the Corporation.
Such directors shall in all cases act as Board, regularly convened, by a
majority, and they may adopt such rules and regulations for the conduct of
their meetings and the management of the Corporation, as they may deem proper,
not inconsistent with these Bylaws, Articles of Incorporation and the laws of
the State of Nevada. The Board of Directors shall further have the right to
delegate certain other powers to the Executive Committee as provided in these
Bylaws.
SECTION 2. NUMBER OF DIRECTORS. The affairs and business of this
Corporation shall be managed by a Board of Directors consisting of not less
than one (1) or more than seven (7), until changed by amendment to these
Bylaws adopted by the shareholder amending this Section 2, Article III, and
except as authorized by the Nevada Revised Statutes, there shall in no event
be less than one (1) Director.
SECTION 3. ELECTION. The Directors of the Corporation shall be elected
at the annual meeting of the stockholders except as hereinafter otherwise
provided for the filling of vacancies. Each Director shall hold office for a
term of one (1) year and until his successor shall have duly chosen and shall
have qualified, or until his death, or until he shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 4. VACANCIES IN THE BOARD. Any vacancy in the Board of
Directors occurring during the year through death, resignation, removal or
other cause, including vacancies caused by an increase in the number of
directors, shall be filled for the unexpired portion they constitute a quorum,
at any special meeting of the Board called for that purpose, or at any regular
meeting thereof; provided, however, that in the event the remaining directors
do not represent a quorum of the number set forth in Section 2 hereof, a
majority of such remaining directors may elect directors to fill any
vacancies.
SECTION 5. DIRECTORS MEETINGS. Annual meeting of the Board of
Directors shall be held each year immediately following the annual meeting of
the stockholders. Other regular meetings of the Board of Directors shall from
time to time by resolution be prescribed. No further notice of such annual or
regular meeting of the Board of Directors need be given.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President of any Director.
The person or persons to call meetings of the Board of Directors may fix any
place, either within or without the State of Nevada, as the place for holding
any special meeting of the Board of Directors called by them.
SECTION 7. NOTICE. Notice of any special meeting shall be given at
least twenty-four (24) hours previous thereto by written notice if personally
delivered, or five (5) days previous thereto if mailed to each Director at his
business address, or by telegram. If mailed, such notice shall be deemed to
have been delivered when deposited in the United States mail so addressed with
postage thereon prepaid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegram company.
Any Director may waive notice of any meeting. The attendance of a Director at
any meeting shall constitute a waive of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
SECTION 8. CHAIRMAN. At all meetings of the Board of Directors, the
President shall serve as Chairman, or in the absence of the president, the
Directors present shall choose by majority vote a Director to preside as
Chairman.
SECTION 9. QUORUM AND MANNER OF ACTING. A majority of Directors, whose
number is designated in Section 2 herein, shall constitute a quorum for the
transaction of business at any meeting and the act of a majority of the
Directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a quorum, the majority of the
Directors present may adjourn any meeting from time to time until a quorum be
had. Notice of any adjourned meeting need not be given. The Directors shall
act only as a Board and the individual Directors shall have no power as such.
SECTION 10. REMOVAL OF DIRECTORS. Any one or more of the Directors may
be removed either with or without cause at any time by the vote or written
consent of the stockholders representing not less than two-thirds (2/3) of the
issued and outstanding capital stock entitled to voting power.
SECTION 11. VOTING. At all meetings of the Board of Directors, each
Director is to have one (1) vote, irrespective of the number of shares of
stock that he may hold.
SECTION 12. COMPENSATION. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any of attendance of each meeting of
the Board, and may be paid a fixed sum for attendance at meetings or a stated
salary of Directors. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
SECTION 13. PRESUMPTION OF ASSENT. A Director of the Corporation who
is present at which action on any corporate matter is taken, shall be
conclusively presumed to have assented to the action unless his/her dissent
shall be entered in the minutes of the meeting or unless he/she shall file
his/her written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall file forward such
dissent by certified or registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a Director who voted in favor of such action.
ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1. NUMBER AND ELECTION. The Board of Directors may, in its'
discretion, appoint from it's membership an Executive Committee of one (1) or
more Directors, each to serve at the pleasure of the Board of Directors.
SECTION 2. AUTHORITY. The Executive Committee is authorized to take
any action which the Board of Directors could take, except that the Executive
Committee shall not have the power either to issue or authorize the issuance
of shares of capital stock, to amend the Bylaws, or a resolution of the Board
of Directors. Any authorized action taken by the Executive Committee shall be
as effective as if it had been taken by the full Board of Directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Executive
Committee may be held within or without the State of Nevada at such time and
place as the Executive Committee may provide from time to time.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Executive
Committee may be called by or at the request of the President or any member of
the Executive Committee.
SECTION 5. NOTICE. Notice of any special meeting shall be given at
least one (1) day previous thereto by written notice, telephone, telegram, or
in person. Neither the business to be transacted, nor the purpose of a
regular or special meeting of the Executive Committee need be specified in the
notice of waiver of notice of such meeting. A member may waive notice of any
meeting of the Executive Committee. The attendance of a member at any meeting
shall constitute a waiver of notice of such meeting, except where a member
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.
SECTION 6. QUORUM. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business at any
meeting of the Executive Committee; provided that if fewer than a majority of
the members are present at said meeting a majority of the members present may
adjourn the meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the members
present at a meeting at which a quorum is present shall be the act of the
Executive Committee, and said Committee shall keep regular minutes of it's
proceedings which shall at all times be open for inspection by the Board of
Directors.
SECTION 8. PRESUMPTION OF ASSENT. A member of the Executive Committee
who is present at a meeting of the Executive Committee at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the action taken unless his/her dissent shall be entered in the minutes of the
meeting or unless he/she shall file his written dissent to such action with
the person acting as Secretary of the meeting before the adjournment thereof,
or shall forward such dissent by certified or registered mail to the Secretary
of the Corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a member of the Executive Committee who
voted in favor of such action.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a
President, Vice President, a Treasurer and Secretary and such other or
subordinate officers as the Board of Directors may from time to time elect.
One (1) person may hold the office and perform the duties of one or more of
said officers. No officer need to a member of the Board of Directors.
SECTION 2. ELECTION, TERM OF OFFICE, QUALIFICATIONS. The officers of
the Corporation shall be chosen by the Board of Directors and they shall be
elected annually at the meeting of the Board of Directors held immediately
after such annual meeting of the stockholders except as hereinafter otherwise
provided for filling vacancies. Each officer shall hold his/her office until
his/her successor has been duly chosen and has qualified, or until his/her
death, or until he/she resigns or has been removed in the manner hereinafter
provided.
SECTION 3. REMOVALS. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors at any time
whenever in its' judgment the best interests of the Corporation would be
served thereby, and such removal shall be without prejudice to the contract
rights, if any, or the person so removed.
SECTION 4. VACANCIES. All vacancies in any office shall be filled by
the Board of Directors without undue delay, at any regular meeting, or at a
meeting specifically called for that purpose.
SECTION 5. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation and shall have general supervision over the
business of the Corporation and over its' several officers, subject, however,
to the control of the Board of Directors. He/she may sign, with the Treasurer
or with the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the capital
stock of the Corporation; may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments authorized by the
Board of Directors, except in cases where signing and execution thereof shall
be expressly delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation; and in general shall perform all
duties incident to the duties of the President, and such other duties as from
time to time may be assigned to him/her by the Board of Directors.
SECTION 6. VICE PRESIDENT. The Vice President shall in the absence or
incapacity of the President, or as ordered by the Board of Directors, perform
the duties of the President, or such other duties or functions as may be given
to him by the Board of Directors from time to time.
SECTION 7. TREASURER. The Treasurer shall have the care and custody of
all the funds and securities of the Corporation and deposit the same in the
name of the Corporation in such bank or trust company as the Board of
Directors may designate; he may sign or countersign all checks, drafts and
orders for the payment of money and may pay out and dispose of same under the
direction of the Board of Directors, and may sign or countersign all notes or
other obligations of indebtedness of the Corporation; he/she; may sign with
the President or Vice President, certificates for shares of stock of the
Corporation; he/she shall at all reasonable times exhibit the books and
accounts to any director or stockholder of the Corporation under application
at the office of the Company during business hours; and he/she shall, in
general, perform all duties as from time to time to him/her by the President
or by the Board of Directors. The Board of Directs may at its discretion
require that each officer authorized to disburse the funds of the Corporation
be bonded in such amount as it may deem adequate.
SECTION 8. SECRETARY. The Secretary shall keep the minutes of the
meetings of the Board of Directors and also the minutes of the meetings of the
stockholders, he/she shall attend to the giving and serving of all notices of
the Corporation and shall affix the seal of Corporation to all certificates of
stock, when signed and countersigned by the duly authorized officers; he/she
may sign certificates for shares of stock of the Corporation; he/she may sign
or countersign all checks, drafts and orders for the payment of money; he/she
shall have charge of the certificate book and such other books and papers as
the Board may direct; he/she shall keep a stock book containing the names
alphabetically arranged, of all persons who are stockholders of the
Corporation, showing their places of residence, the number of shares held by
them respectively, the time when they respectively became the owners thereof,
and the amount paid thereof, and he/she shall in general, perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him/her by the President or by the Board of Directors.
SECTION 9. OTHER OFFICERS. The Board of Directors may authorize and
empower other persons or other officers appointed by it to perform the duties
and functions of the officers specifically designated above by special
resolution in each case.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers shall respectively, as may be required by the Board of
Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries as thereunto authorized by the Board of Directors may
sign with the President or Vice President certificates for shares of the
capital stock of the Corporation, issued of which shall have been authorized
by resolution of the Board of Directors. The Assistant Treasurers and
Assistant Secretaries shall, in general, perform such duties as may be
assigned to them by the Treasurer or the Secretary respectively, or by the
President or by the Board of Directors.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter stated otherwise, the Corporation shall indemnify
all of its' officers and directors, past, present and future, against any and
all expenses incurred by them, and each of them including but not limited to
legal fees, judgments and penalties which may be incurred, rendered or levied
in any legal action brought against any or all of them for or on account of
any act or omission alleged to have been committed while acting within the
scope of their duties as officers and directors of this Corporation.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its' name
unless authorized by the Board of Directors or approved by loan committee
appointed by the Board of Directors and charged with the duty of supervising
investments. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. A check, draft or other orders for
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolutions of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATE FOR SHARES. Certificates for shares of stocks
of the Corporation shall be in such form as shall be approved by the
incorporators or by the Board of Directors. The certificates shall be
numbered in the order of their issue, shall be signed by the President or Vice
President and by the Secretary or the Treasurer, or by such other person or
officer as may be designed by the Board of Directors; and the seal of the
Corporation shall be affixed thereto, which said signatures of the duly
designed officers and of the seal of the Corporation. Every certificate
authenticated by a facsimile of such signatures and seal must be countersigned
by a Transfer Agent to be appointed by the Board of Directors, before
issuance.
SECTION 2. TRANSFER OF STOCK. Shares of the stock of the Corporation
may be transferred by the delivery of the certificate accompanied either by an
assignment in writing on the back of the certificate or by written power of
attorney to sell, assign, and transfer the same on the books of the
Corporation, signed by the person appearing by the certificate to the owner of
the shares represented thereby, together with all necessary federal and state
transfer tax stamps affixed and shall be transferable on the books of the
Corporation upon surrender thereof so signed or endorsed. The person
registered on the books of the Corporation as the owner of any shares of stock
shall be entitled to all rights of ownership with respect to such shares.
SECTION 3. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient not inconsistent with the Bylaws of with
the Articles of Incorporation, concerning the issue, transfer and registration
of the certificates for shares of stock of the Corporation. It may appoint a
transfer agent or registrar of transfers, or both, and it may require all
certificates to bear the signature of either or both.
SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the issue thereof, require
the owner of such lost or destroyed certificate or certificates, or his/her
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
ARTICLE IX
DIVIDENDS
SECTION 1. The Corporation shall be entitled to treat the holder of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as expressly provided by the laws of Nevada.
SECTION 2. Dividends on the capital stock of the Corporation, subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
SECTION 3. The Board of Directors may close the transfer books in its
discretion for a period not exceeding fifteen (15) days preceding the date
fixed for holding any meeting, annual or special of the stockholders, or the
day appointed for the payment of a dividend.
SECTION 4. Before payment of any dividend or making any distribution of
profits, there may be set aside out of funds of the Corporation available for
dividends, such sum or sums as the Directors may from time to time, in their
absolute discretion think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any such other purpose as the Directors shall think
conducive to the interest of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate Seal which shall be in
the form of a circle and shall bear the full name of the Corporation, the year
of its' incorporation and the word "Corporate Seal, State of Nevada".
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of December
of each year.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of these Bylaws, or under the laws of the State of Nevada, or under
the provisions of the Articles of Incorporation, a waiver in writing signed by
the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any regular or special meeting of the stockholders by a vote of the
stockholders owning a majority of the shares and entitled to vote thereat.
These Bylaws may also be altered, amended or repealed and new Bylaws may be
adopted at any regular or special meeting of the Board of Directors of the
Corporation (if notice of such alteration or repeal be contained in the notice
of such special meeting) by a majority vote of the Directors present at the
meeting at which a quorum is present, but any such amendment shall not be
inconsistent with or contrary to the provision of any amendment adopted by the
stockholders.
KNOW ALL MEN BY THESE PRESENTS that the undersigned, being the Secretary
of CORPORATE DEVELOPMENT CENTERS, INC., a Nevada corporation hereby
acknowledges that the above and foregoing Bylaws were duly adopted as the
Bylaws of said Corporation on _________, 199__.
IN WITNESS WHEREOF, I hereunto subscribe my name this _____ day of
__________, 199__.
/s/ /s/
______________________________ ___________________________________
JIM ROSTAD, PRESIDENT/DIRECTOR JUDY ROSTAD, SEC/TREASURER/DIRECTOR
