SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A1
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION (G) OF THE SECURITIES EXCHANGE ACT OF 1934
PNG Ventures, Inc.
(formerly TELECOMMUNICATIONS TECHNOLOGIES, LTD.)
NEVADA 88-0350286
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point, CA 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-1765
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Class-A Common Voting Equity Stock
8,631,251
April 17, 2000
The EXHIBIT INDEX is located at pages 25 of this Registration Statement
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PART I
UNNUMBERED ITEM: INTRODUCTION
This amended Form 10-SB-A1 was filed to supply audited financial statements
for the year ended December 31, 1999.
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for continuation of quotation on
the Over-the-Counter Bulletin Board, often called "OTCBB". This Registrant's
common stock is presently quoted on the OTCBB. The requirements of the OTCBB are
that the financial statements and information about the Registrant be reported
periodically to the Securities Exchange Commission and be and become information
that the public can access easily. This issuer wishes to report and provide
disclosure voluntarily, and will file periodic reports in the event that its
obligation to file such reports is suspended under the Exchange Act. If and when
this 1934 Act Registration is effective and clear of comments by the staff, this
issuer will be eligible for consideration for the OTCBB for continued quotation
by one or more NASD members, to publish quotes for the purchase and sale of the
shares of the common stock of the issuer.
This Registrant may be the subject of a "Reverse Acquisition". A reverse
acquisition is the acquisition of a private ("target") company by a public
("registrant") company, by which the private company's shareholders acquire
control of the public company. While no negotiations are in progress, and no
potential targets have been identified, the business plan of this Registrant is
to find such a target or targets, and attempt to acquire them for stock. While
no such arrangements or plans have been adopted or are presently under
consideration, it would be expected that a reverse acquisition of a target
company or business would be associated with some private placements and/or
limited offerings of common stock of this Registrant for cash. Such placements,
or offerings, if and when made or extended, would be made with disclosure and
reliance on the businesses and assets to be acquired, and not upon the present
condition of this Registrant.
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
(1) FORM AND YEAR OF ORGANIZATION. This Corporation, PNG Ventures, Inc.
("PNG")("the Registrant") was first Incorporated in the State of Nevada on June
23, 1995, as Telecommunications Technologies, Ltd. We will attempt to refer to
this corporation by the personal pronouns "We", "Us", and "Our" whenever
practical.
On December 31, 1995, we formalized a plan of reorganization and tender to
and for the shareholders of Temple Summit Management Corporation whereby we
acquired all the assets of Temple Summit, and by which all the former
shareholders of Temple Summit became our shareholders. Accordingly, we made our
initial issuance of 47,506,240 shares to the shareholders of Temple Summit.
Thereafter Temple Summit Management became a private company with no further
relationship with us.
TEMPLE SUMMIT MANAGEMENT CORPORATION
Temple Summit Management Corporation (TSMC) had been incorporated in Texas
in August of 1991, and reincorporated in Texas in September 1993 without change
in equitable ownership, management or control. Temple Summit Management
Corporation was engaged, without success in creating and managing financial
participation in special marketing projects. During 1992, Temple Summit
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Management Corporation made its initial issuance of 285,714 shares of its common
stock, in 1992. These 285,714 shares were acquired by or for Kirt W. James and
William Stocker and five other founding shareholders. On or about May 5, 1995,
Temple Summit Management Corporation completed a limited public offering of
additional shares of its common stock, pursuant to Rule 504 of Regulation D,
promulgated by the Securities and Exchange Commission, under the Securities Act
of 1933. 11,200 additional shares were placed at $1.00 per share, resulting in a
total of 296,914 shares issued and outstanding. The marketing plan having
failed, TSMC became inactive at the end of 1995. Immediately preceding the
transaction by which this Issuer reorganized and acquired its initial
capitalization from TSMC, those 296,914 shares were forward split 160 for 1,
with the result that 47,506,240 shares of TSMC were issued and outstanding.
TELECOMMUNICATIONS TECHNOLOGIES, LTD.
This Corporation, then called Telecommunications Technologies, Ltd., on
December 31, 1995, formalized a plan of reorganization and tender to acquire
$5,000 in cash, from Temple Summit Management Corporation in exchange for an its
initial issuance of 47,506,240 shares to the shareholders of Temple Summit. The
sum and substance of that reorganization was that this Issuer acquired $5,000 in
cash and issued one share of its common stock in exchange for every one share of
common stock of Temple Summit Management Corporation, following which, Temple
Summit Management Corporation ceased to be a public company and became an
inactive wholly-owned subsidiary of its principal shareholder, Temple Summit
Equity Group, Ltd. At the time of the reorganization, Temple Summit Management
Corporation had no business or business plan, and owned no assets other than its
cash. Moreover, at the time of the reorganization, Temple Summit Management
Corporation had no material liabilities, other than to its principal
shareholder, and all such incidental liabilities were assumed by the principal
shareholder and not acquired by this Issuer. Pursuant to that reorganization,
this Issuer issued 47,506,240 shares of common stock to the shareholders of
TSMC. The Company intended to take maximum advantage of the growth in
telecommunications technology using the backgrounds and strengths of its
management, specifically: patent filings for new technology, financing of new
technology, selling or granting of rights for the utilization of new
technologies, and the retention of royalties based on the utilization or
exploitation of the new technologies. On March 7, 1996, this Issuer completed a
Private Placement/Limited Offering of an additional 500,000 shares of its Common
Stock, with the result that the previous total shares issued and outstanding
(47,506,240) was increased to 48,006,240. On May 9, 1996, the Issuer privately
placed an additional 410,400 shares, resulting in a total issued and outstanding
of 48,416,640 shares. On or about February 20, 1998, this Issuer duly effected a
40 to one reverse split of its common stock, from 48,416,640 to 1,210,417, and
authorized the placement of up to an additional 10,000,000 shares, at $0.01 per
share, pursuant to Rule 504 or Regulation D, for an acquisition that did not
take place, and for which no shares are issued or outstanding.
PNG VENTURES, INC.
This Company changed its corporate name to PNG Ventures, Inc. in connection
with its intentions to acquire its controlling interest in San Kung Trading
Limited ("SKTL"), which is or was a private company based in Guernsey, Channel
Islands, organized in 1996 to pursue joint-venture resource development projects
in Papua New Guinea. Thereafter that plan was abandoned, primarily due to the
extraordinary difficulty which would adhere to auditing the assets to have been
acquired.
This Registrant was not a "Blank Check Company", commonly called a "Blind
Pool", as referred to in either Rule 419 or Rule 504, at any time its founders
or others were offered, purchased or acquired the outstanding securities of this
Registrant. After abandoning its business plan, most recently, it became a
company whose business plan was to find a profitable business combination. As a
practical matter, the Registrant is required to register its common stock
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pursuant to '12(g) of the 1934 Act, and to pursue acceptance for quotation on
the OTCBB if it is to have any chance to compete in with other issuers or
registrants, for business combinations by reverse acquisition. There are no
lock-up or shareholder pooling agreements between or among shareholders of this
Registrant. All shares are owned and controlled independently by the persons to
whom they are issued. This Registrant has no Internet address.
The Registrant is a public company listed on OTC-electronic Bulletin Board
("OTCBB") in the U.S. It ticker symbol is XPNG. This Issuer had previously
reported that its sole asset was a certain package of extraordinary rights to
develop (in either an exclusive or at least first right of refusal basis) the
very rich resources of 7,900,000 hectares in the East and West Sepik province of
Papua New Guinea. That project was ultimately declined by management, with the
result that the issuer is currently without any current business or business
assets; and further that management must now engage in a search for new and
different business opportunities to achieve profitability for shareholders.
On February 15, the previous Directors retired and John Spicer was elected
Sole Officer and Director. He was issued 1,666,666 shares for value to this
Registrant of $500,000.00. On February 21, this Registrant declared a one for
three forward split of its 2,877,084 to 8,631,251, as of the Record date of
March 6, 2000, for distribution on March 10, 2000. This resulting 8,631,251
reflects the cancellation of one odd share as an incidental adjustment.
(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.
(B) BUSINESS OF THE REGISTRANT. This Company has no current business. Its
business plan is to seek one or more profitable business combinations or
acquisitions to secure profitability for shareholders. It has no day to day
operations at the present time. Its officers and directors devote only
insubstantial time and attention to the affairs of this issuer at the present
time, for the reason that only such attention is presently required. Management
has adopted a conservative and patient policy of seeking opportunities of
exceptional quality, in management's view, and to accept that it may have to
wait longer, as a result, before consummating any transactions to create
profitability for its shareholder. Management recognizes that the higher the
standards it imposes upon itself, the greater may be its competitive
disadvantages with other more attractive acquiring interests or entities.
LIMITED SCOPE AND NUMBER OF POSSIBLE ACQUISITIONS: The Company does not
intend to restrict its consideration to any particular business or industry
segment, and the Company may consider, among others, finance, brokerage,
insurance, transportation, communications, research and development, service,
natural resources, manufacturing or high-technology. Of course, because of the
Company's limited resources, the scope and number of suitable candidate business
ventures available will be limited accordingly, and most likely the Company will
not be able to participate in more than a single business venture. Accordingly,
it is anticipated that the Company will not be able to diversify, but may be
limited to one merger or acquisition because of limited financing. This lack of
diversification will not permit the Company to offset potential losses from one
business opportunity against profits from another. To a large extent, a decision
to participate in a specific business opportunity may be made upon 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 numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective criteria. In
many instances, it is anticipated that the historical operations of a specific
firm may not necessarily be indicative of the potential for the future because
of the necessity to substantially shift a marketing approach, expand operations,
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change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the management of a business
opportunity to identify such problems and to implement, or be primarily
responsible for the implementation of, required changes. Because the Company may
participate in a business opportunity with a newly organized firm or with a firm
which is entering a new phase of growth, it should be emphasized that the
Company may incur further risk due to the failure of the target's management to
have proven its abilities or effectiveness, or the failure to establish a market
for the target's products or services, or the failure to prove or predict
profitability.
PROBABLE INDUSTRY SEGMENTS FOR ACQUISITION. While the Company does not
intend to rule out its consideration to any particular business or industry
segment, Management has determined to focus its principal interest in evaluating
development stage companies in the electronic commerce, high-technology,
communication technologies, information services and internet industry segments.
It is nevertheless possible that an outstanding opportunity may develop in other
industry segments, such as finance, brokerage, insurance, transportation,
communications, research and development, service, natural resources,
manufacturing or other high-technology areas.
REPORTING UNDER THE 1934 ACT. Following the effectiveness of this 1934 Act
Registration of the common stock of this Registrant, certain periodic reporting
requirements will be applicable. First and foremost, a 1934 Registrant is
required to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end of its fiscal year. The key element of such annual filing is Audited
Financial Statement prepared in accordance with standards established by the
Commission. A 1934 Act Registrant also reports on the share ownership of
affiliates and 5% owners, initially, currently and annually. In addition to the
annual reporting, a Registrant is required to file quarterly reports on Form
10-Q or 10-QSB, containing audited or un-audited financial statements, and
reporting other material events. Some events are deemed material enough to
require the filing of a Current Report on Form 8-K. Any events may be reported
currently, but some events, like changes or disagreements with auditors,
resignation of directors, major acquisitions and other changes require
aggressive current reporting. All reports are filed and become public
information. The practical effects of the foregoing requirements on the criteria
for selection of a target company are two-fold: first, the target must have
audited or auditable financial statements, and the target must complete an audit
for filing promptly upon the consummation of any acquisition; and, second, that
the target management must be ready, willing and able to carry forth those
reporting requirements or face de-listing from the OTCBB, if listed, and
delinquency and possible liability for failure to report.
TRANSACTIONS WITH MANAGEMENT. There is no present or foreseeable potential
that this Registrant will acquire a target business or company in which its
present management or principal shareholder, or affiliates, have an ownership
interest. Consideration has been given to corporate policy in this regard, and
it has been determined not to permit any transaction in other than an arm's
length acquisition of business assets owned and controlled by unrelated third
party interests. The basis for this policy is two fold: first, that related
party transactions are unnecessary in the judgment of management and involve
risks not necessary to invite; and second that related party transaction do not
offer the potential profitability for shareholders, that management believes
exists presently in the market place for public issuers amenable to reverse
merger transactions.
NO FINDERS FEE FOR MANAGEMENT. No finder's fees will be payable to
Management in connection with any forseeable reverse acquisition. Management is
identified with the principal shareholder. The Principal Shareholder's remaining
share ownership following any reverse acquisition, and the Principal Shareholder
might be expected to sell its controlling interest for consideration from the
acquiring shareholders of the acquisition target. Depending on the quality of
the target company, the principal shareholder may sell all, some or none of the
control block, as matters for arm's length deal-making, when it comes to that
stage. Additionally, the Principal Shareholder is the Principal Consultant and
provides, has provided and may provide corporate services to the Registrant,
billable hourly in an established and customary manner. No finders fees,
commissions or other bonuses to Management, Principal Shareholder, or
affiliates, for securing or in connection with any acquisition, will be paid or
payable, as a matter of both current economic conditions and corporate policy.
Management has determined that in its view of the current market for such
transactions, such fees or bonuses are not justifiable.
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LOAN FINANCING NOT ANTICIPATED. There are no foreseeable circumstances
under which loan financing will be sought or needed during Registrant's present
development stage.
DEPENDENCE ON MANAGEMENT. This Company is required to rely on Management's
skill, experience and judgement, both in regard to extreme selectivity, and in
any final decision to pursue any particular business venture, as well as the
form of any business combination, should agreement be reached at some point to
acquire or combine. Please see Item 2 of this Part, Managements Discussion and
Analysis or Plan of Operation, and also Item 7 of this Part, Certain
Relationships and Related Transactions.
(1) PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS. None.
(2) DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES. None.
(3) STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE. None.
(4) COMPETITIVE BUSINESS CONDITIONS AND THE SMALL BUSINESS ISSUER'S
COMPETITIVE POSITION IN THE INDUSTRY. Other better capitalized firms are engaged
in the search for acquisitions or business combinations which firms may be able
to offer more and may be more attractive to acquisition candidates. This
Registrant became a candidate for reverse acquisition transactions only this
past October. Management, in evaluating market conditions and unsolicited
proposals, has formed the estimate that the selection of a business combination
is probable within the next twelve months. There is no compelling reason why
this Registrant should be preferred over other reverse-acquisition public
corporation candidates. It has no significant pool of cash it can offer and no
capital formation incentive for its selection. It has a limited shareholder base
insufficient for acquisition target wishing to proceed for application to
NASDAQ. In comparison to other "public shell companies" this Registrant is
unimpressive, in the judgement of management, and totally lacking in unique
features which would make it more attractive or competitive that other "public
shell companies". While management believes that the competition of other
"public shell companies" is intense and growing, it has no basis on which to
quantify its impression. Please See the Item 2 of this part, Management
Discussion and Analysis, for more information and disclosure.
This Registrant is not actively engaged in its intended search find a
business partner, and its management has resolved to allow such time as may be
required to find an opportunity of superior value and potential. Notwithstanding
the confidence of management in its knowledge, skill and experience, there can
be no assurance that this issuer will prove competitively attractive to the
kinds of transactions it seeks. As a practical matter, the search cannot begin
until this Registrant has secured its right to for continued quotation of its
common stock for trading on the OTCBB. Please see Management's Discussion and
Analysis, Item 2 of this part, for an expanded discussion of these and related
subjects of disclosure.
(5) SOURCES OF AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF
PRINCIPAL SUPPLIERS. Not Applicable
(6) DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS. Not Applicable
(7) PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY
AGREEMENTS OR LABOR CONTRACTS. None.
(8) NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND STATUS. Not Applicable
(9) EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE
BUSINESS. Not Applicable. However, this issuer would expect to maintain its
corporate status with the State of its incorporation, and would file its tax
returns and reports required to be filed with the Commission. This issuer wishes
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to report and provide disclosure voluntarily, and will file periodic reports in
the event that its obligation to file such reports is suspended under the
Exchange Act. If and when this 1934 Act Registration is effective and clear of
comments by the staff, this issuer will be eligible for consideration for the
OTCBB upon submission of one or more NASD members for permission to publish
quotes for the purchase and sale of the shares of the common stock of the
issuer. In connection with such submission and any continuation on the OTCBB,
this Registrant would expect to comply with NASD regulations, to the extent that
any such regulations are applicable to the conduct of the Registrant's affairs.
(10) ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO YEARS. None.
(11) COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS. Not
Applicable
(12) NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. None.
(13) YEAR 2000 COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. None. The
issuer has no computers or digital equipment of its own, no suppliers or
customers. Accordingly, the issuer has determined that it is faced with no year
2000 compliance issues other than those shared by the public in general.
ITEM 2. MD&A SB 303
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION. This Registrant has no current business. Its business
plan is to seek one or more profitable business combinations or acquisitions to
secure profitability for shareholders. The Issuer is a development stage Company
as defined in Financial Standards Board Statement Number 7: it is concentrating
substantially all of its efforts in raising capital and developing business
operations.
This classification according to accounting rules should not be misunderstood to
indicate that this Registering Company would or will engage in capital formation
before an acquisition target has been secured and disclosed. A corporation with
no current business is generally unable to sell securities for two reasons:
first, because it has no basis on which to interest investors, and second,
because its ability to do is substantially restricted by current rules and
regulations. Accordingly, we will not seek to raise funds by offering securities
before disclosure of any arrangement to secure valuable business assets.
The Company has had substantial operating losses for the past years and is
dependant upon outside financing to start operations. Such additional financing
cannot be obtained before we find and disclose an acquisition of, or an
arrangement to acquire, valuable business assets. This Company will seek one or
more profitable business combinations or acquisitions. It will not and cannot
engage in capital formation until and unless it acquires or adopts a specific
business plan or business assets and can project the nature of its intended
operations.
(1) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. The Registrant has no
plans to pursue its business plan before securing and confirming its quotability
on the OTCBB. It is foreseeable that it might begin to search in the second half
of 2000, and may or may not find a target within the next twelve months.
CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. This
Company has no immediate or forseeable need for additional funding, from sources
outside of its circle of shareholders, during the next twelve months. The
expenses of its audit, legal and professional requirements, including expenses
in connection with this 1934 Act Registration of its common stock, may be
advanced by its management, if required. No significant cash or funds are
required for its Management to evaluate possible transactions. No such activity
is expected for at least the next six months.
In the event that no combination is made within the next twelve months,
this issuer may be forced to effect some advances from its Principal
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Shareholder, for costs involved in maintenance of corporate franchise and filing
reports as may be required, when and if this 1934 Act registration is effective.
Should this become necessary, the maximum amount of such advances is estimated
not to exceed $20,000.00. No agreement by the Principal shareholder to make such
advances is in place, and no guarantee can presently be given that additional
funds, if needed, will be available. It is by far more likely that advances will
take the form of providing services on a deferred compensation basis. Should
further auditing be required, such services by the Independent Auditor may not
be the subject of deferred compensation. The expenses of independent Audit
cannot be deferred or compensated in stock or notes, or otherwise than direct
payment of invoices in cash.
This Registrant does not anticipate any contingency upon which it would
voluntarily cease filing reports with the SEC, even though it may cease to be
required to do so. It is in the compelling interest of this Registrant to report
its affairs quarterly, annually and currently, as the case may be, generally to
provide accessible public information to interested parties, and also
specifically to maintain its qualification for the OTCBB, if and when the
Registrant's intended application for submission be effective.
(I) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
(II) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT.
None.
(III) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(I) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. None. This
Company was incorporated on March 25, 1998 and has had no operations to date. It
has no substantial assets and no liabilities. It has incurred only
organizational and administrative expenses, of 4,900 since June 30, 1999.
Previous organizational expenses have been fully amortized.
(II) FUTURE PROSPECTS. The Company is unable to predict when it may
participate in a business opportunity. A search may begin in second half of year
2000. The reason for this uncertainty arises from its limited resources, and
competitive disadvantages with respect to other public or semi-public issuers,
and uncertainties about compliance with NASD requirements for trading on the
OTCBB. Notwithstanding the foregoing cautionary statements, assuming the
continuation of current conditions, this issuer would expect to proceed to
select a business combination within no sooner than six months nor longer than
eighteen months. We cannot attract a partner before we can secure the quotation
of our common stock on the OTCBB.
(C) REVERSE ACQUISITION CANDIDATE. The Registrant is searching for a
profitable business opportunity. The acquisition of such an opportunity could
and likely would result in some change in control of the Registrant at such
time. This would likely take the form of a reverse acquisition. That means that
this issuer would likely acquire businesses and assets for stock in an amount
that would effectively transfer control of this issuer to the acquisition target
company or ownership group. It is called a reverse-acquisition because it would
be an acquisition by this issuer in form, but would be an acquisition of this
issuer in substance. Capital formation issues for the future of this Registrant
would arise only when targeted business or assets have been identified. Until
such time, this Registrant has no basis upon which to propose any substantial
infusion of capital from sources outside of its circle of affiliates.
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ITEM 3. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following disclosure is provided as to present Management.
John Spicer, age 59, serves as President and Director. He is, and for six years
has been, the owner of Long Supply Company a Houston, Texas manufacturer of fine
jewelry. Prior to establishing Long Supply, he served as the President of Airtex
National Bank NA in Houston, Texas and prior to that as President of Allied
Vider Bank in Vider, Texas. During the preceding nine years he served as Senior
Vice President of Spring Branch State Bank in Houston, Texas. Mr. Spicer has
just recently become our sole Director, to serve until the next meeting of
shareholders or his successors might be elected or appointed. The time of the
next meeting of shareholders has not been determined and is not likely to take
place before a targeted acquisition or combination is determined.
There are no other directors, executive officers, promoters or control
persons.
The following disclosure is provided as to previous Officers and Directors.
Until recently the management of this Corporation consisted of the following two
gentlemen:
Samuel Belzberg is the President of Gibralt Capital Corporation, a Canadian
private investment company which, through its affiliates, has an equity interest
has an equity interest in several private and public operating companies as well
as significant real estate holdings. Before 1991, he was Chairman and Chief
Executive Officer of First City Financial Corporation Ltd., a Canadian full
service financial institution of which he was the founder. He is a Director of
Westminster Capital, Inc., of Los Angeles, California, Metromedia Asia
Corporation, of New York, e-Sim, of Jerusalem, Israel and Bar Equipment
Corporation of America of Commerce, of California.
Johnny Ciampi is Assistant Vice-President and Treasurer of Gibralt Capital
Corporation. Before joining Gibralt, he was Treasurer of Santa Cruz Gold Ltd., a
public company listed on the Toronto Stock Exchange whose principal operations
ar a producing gold mine in Northern Mexico. Before joining Santa Cruz, he was
an audit senior with Deloitte & Touche in Vancouver British Columbia.
No disagreement among or between management accompanied the retirement of
previous directors.
ITEM 4. EXECUTIVE COMPENSATION.
The Company's Officers and Directors serves without compensation at this
time. No plan of compensation has been adopted or is under consideration at this
time. None of the Directors currently receives, or has ever received, any salary
from the Company in their capacities as such, and none are expected to be
compensated in their capacities as such. No officers are expected to receive any
compensation for their services. No officers or directors are under an
employment contract with the Company. Each Officer presently devotes an
insubstantial amount of time to the affairs of the Company. The Company has no
retirement, pension, profit sharing, or insurance or medical reimbursement
plans.
There is no present program of executive compensation, and no plan or
compensation is expected to be adopted or authorized at any time before an
acquisition is effected. Present management is not expected to be the subject of
such compensation then. Such future plan of compensation as may be adopted after
acquisition would be expected to encompass new management and not present
management. Present management has indicated previously that it will not be
compensated by any finders fees or other indirect compensation for its services
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as management on behalf of shareholders. Management is beneficially interested
in the share ownership of the principal shareholder and expects to profit
thereby, and only thereby, upon effecting a profitable acquisition for the
benefit of all shareholders.
ITEM 5. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There are no material relationships or transactions other than those
disclosed in the Table and Notes in Item 4 of this Part.
ITEM 6. DESCRIPTION OF PROPERTY.
The Registrant has no property and enjoys the non-exclusive use of offices
and telephone of its officers and attorneys, without charge. We are charged for
copying and printing.
ITEM 7. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF MANAGEMENT. To the best of Registrant's knowledge
and belief the following disclosure presents the total beneficial security
ownership of all Directors and Nominees, naming them, and by all Officers and
Directors as a group, without naming them, of Registrant, known to or
discoverable by Registrant. Please refer to explanatory notes if any, for
clarification or additional information.
(B) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of
Registrant's knowledge and belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. Please refer to explanatory notes if
any, for clarification or additional information.
TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Actual %
Ownership
John Spicer President/Director 5,000,000 57.93
1434 West Alabama
Houston, Texas 77006
All Officers and Directors as a Group 5,000,000 57.93
Total Other 5% Owners 0 0.00
TOTAL ALL AFFILIATES 5,000,000 57.93
Total Shares Issued and Outstanding 8,631,251 100.00
===================================== ========= =======
</TABLE>
(C) CHANGES IN CONTROL. There are no arrangements known to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Registrant. The Registrant
will search for a profitable business opportunity in the future. Such an
acquisition of such an opportunity could and likely would result in some change
in control of the Registrant at such time. This would likely take the form of a
10
<PAGE>
reverse acquisition. That means that this issuer would likely acquire businesses
and assets for stock in an amount that would effectively transfer control of
this issuer to the acquisition target company or ownership group. It is called a
reverse-acquisition because it would be an acquisition by this issuer in form,
but would be an acquisition of this issuer in substance.
ITEM 8. DESCRIPTION OF SECURITIES.
THE REGISTRANT'S CAPITAL AUTHORIZED AND ISSUED. The Registrant's Company is
authorized to issue 50,000,000 shares of a single class of Common Voting Stock,
of par value $0.001, of which shares are issued and outstanding in Five
Administrative Series.
COMMON STOCK. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities of the Registrant. The owners of
a majority of the common stock may also take any action without prior notice or
meeting which a majority of shareholders could have taken at a regularly called
shareholders meeting, giving notice to all shareholders thereafter of the action
taken. In the event of liquidation or dissolution, holders of Common Stock are
entitled to receive, pro rata, the assets remaining, after creditors, and
holders of any class of stock having liquidation rights senior to holders of
shares of Common Stock, have been paid in full. All shares of Common Stock enjoy
equal dividend rights. There are no provisions in the Articles of Incorporation
or By-Laws which would delay, defer or prevent a change of control.
SECONDARY TRADING refers to the marketability to resell the securities of this
Registrant in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to '3 of the Securities Act of 1933. Securities which have not been
registered pursuant to the Securities Act of 1933, but were exempt from such
registration when issued, are generally "Restricted Securities" as defined by
Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one year
holding period from purchase; and (b) a limitation of the amount any shareholder
may sell during the second year, as to non-affiliates of the Registrant;
however, as to shares owned by affiliates of the Registrant, the second-year
limitation of amounts attaches and continues indefinitely, at least until such
person has ceased to be an affiliate for 90 days or more. The limitation of
amounts is generally 1% of the total issued and outstanding in any 90 day
period.
OPTIONS AND DERIVATIVE SECURITIES. There are no outstanding options or
derivative securities of this Registrant. There are no shares issued or reserved
which are subject to options or warrants to purchase, or securities convertible
into common stock of this Registrant.
11
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Series # Original Forward Split Reverse Split Forward Split
Issuances 160 for 1 40 to 1 3 for 1
- -----------------------------------------------------------------------
1 TSM '4(2) 285,714 45,714,240 1,142,856 3,428,568
2 TSM '504 11,200 1,792,000 44,800 134,400
Subtotal TSM 296,914 47,506,240
3 TTL '504 500,000 12,500 37,500
4 TTL '504 410,400 10,260 30,780
Subtotal TTL 910,400
Round-up 1 3
Interim Total 1,210,417
5 PNG 1,666,667 5,000,001
Round-down -1
Total 8,631,251
=======================================================================
</TABLE>
UNREGISTERED SECURITIES AND SECONDARY TRADING. As previously stated, neither the
existing nor the offered securities have been registered under the Securities
Act of 1933, having been issued (or to be issued) pursuant to various exemptions
from such registration. Notwithstanding such exemption from registration on
issuance, unregistered securities may not be resold in brokerage transaction
unless an appropriate "resale" exemption is available.
SERIES 1: 3,428,568 shares were issued in 1995, to Founders of Temple
Summit Management Corporation pursuant to '4(2) of the Securities Act of 1933
and were "Restricted Securities" when issued, as defined by Rule 144(a). These
securities are more than two years old. To the best of our knowledge and belief,
these shares are now owned by persons who have not been affiliates for more that
one year. The existing Series 1 shares are believed to be no longer restricted
securities and might be resold in brokerage transactions without further
restriction. There are certain possible exceptions to this general statement.
SERIES 2-4: 202,682 shares were issued to non-affiliate investors pursuant
to Regulation D, Rule 504, and were not when issued and are not "Restricted
Securities" as defined by Rule 144(a).
SERIES 5: 5,000,000 shares were issued recently to John Spicer for $5,000.
These new investment shares are restricted securities as defined in Rule 144(a)
and are in addition shares owned by an affiliate. These 5,000,000 shares are not
subject to resale in brokerage transactions for the indefinite future.
TRADEABLE SHARES. These shares, with the exception of possible individual
exceptions, with respect to persons who are affiliates of the Issuer, or who
have been affiliates of the Issuer within the past 90 days, are believed to be
freely tradeable and may be sold in brokerage transactions without restriction
of Rule 144 promulgated by the Securities and Exchange Commission pursuant to
the Securities Act of 1933.
RISKS OF "PENNY STOCK." The Company's common stock may be deemed to be "penny
stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ) listed stocks must still meet requirement (i) above); or (iv) in
issuers with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than
$6,000,000 for the last three years.
12
<PAGE>
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g12 of the Securities and Exchange Commission require
broker5dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker1dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker1dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker1-dealer
made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
13
<PAGE>
PART II
ITEM 1.
MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND SHAREHOLDER MATTERS EQUITY AND SHAREHOLDER MATTERS.
(A) MARKET INFORMATION. The Common Stock of this Registrant is quoted Over the
Counter on the Bulletin Board ("OTCBB"). There was no substantial market
activity before December 1998. Based upon standard reporting sources, the
following information is provided:
<TABLE>
<CAPTION>
<S> <C> <C>
period high bid low bid
- ---------------------------
1st 1999 1.50 0.50
2nd 1999 0.50 0.50
3rd 1999 0.95 0.50
4th 1999 0.75 0.50
2000
to date 1.50 1.00
===========================
</TABLE>
The foregoing price information is based upon inter-dealer prices without
retail mark-up, mark-down or commissions and may not reflect actual
transactions.
(B) HOLDERS. There are presently 227 shareholders of the common stock of this
Registrant.
(C) DIVIDENDS. No cash dividends have been paid by the Company on its Common
Stock or other Stock and no such payment is anticipated in the foreseeable
future.
(D) REVERSE ACQUISITIONS. A reverse acquisition of a target business or
company would be expected to involve a change of control of the Registrant, and
the designation of new management. The financial statements of this Registrant
would become largely unreflective of the true condition of the Registrant after
such an acquisition. Shareholder approval would be solicited, pursuant to the
laws of the State of Nevada, to approve the acquisition, change of control, and
any material corporate changes incidental to the reorganization of this
Registrant. In connection with the solicitation of shareholder approval, whether
or not proxies are solicited, the Registrant would provide shareholders with the
fullest possible disclosure of all information material to shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited financial statements of an acquisition target, the authority of
management to consummate any transaction would be contingent on a proper audit
of the target meeting the criteria of any un-audited information relied upon by
shareholders.
14
<PAGE>
ITEM 2. LEGAL PROCEEDINGS.
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Registrant.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Registrant.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
There have been no sales or placements of unregistered securities of this
Registrant during the past three years, except as follows:
On February 15, the previous Directors retired and John Spicer was elected
Sole Officer and Director. He was issued 1,666,667 shares for value to this
Registrant of $5,000.00. On February 21, this Registrant declared a one for
three forward split of its 2,877,084 to 8,631,251, as of the Record date of
March 6, 2000, for distribution on March 10, 2000. This resulting 8,631,251
reflects the cancellation of one odd share as an incidental adjustment, from Mr
Spicer's ownership.
For more detailed information about our securities please refer to Item 8,
of Part I, Description of Securities.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
There is no provision in the Articles of Incorporation, now the By-Laws of
the Corporation, nor any Resolution of the Board of Directors, providing for
indemnification of Officers or Directors. The Registrant is aware of certain
provision of Nevada Corporate Law which creates or imposes any provision for
indemnity of Officers or Directors.
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she 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; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
15
<PAGE>
- --------------------------------------------------------------------------------
F-1
PNG VENTURES, INC.
(a Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
16
<PAGE>
CONTENTS
Independent Auditor s Report 18
Consolidated Balance Sheets 19
Consolidated Statements of Operations 20
Consolidated Statements of Stockholders Equity 21
Consolidated Statements of Cash Flows 22
Notes to the Consolidated Financial Statements 23
17
<PAGE>
INDEPENDENT AUDITOR S REPORT
To the Board of Directors
PNG Ventures, Inc.
Salt Lake City, Utah
We have audited the accompanying consolidated balance sheets of PNG Ventures,
Inc. (a Development Stage Company) as of December 31, 1999 and 1998 and the
related consolidated statements of operations, stockholders equity and cash
flows for the years ended December 31, 1999, 1998, 1997, and from inception on
June 23, 1995 through December 31, 1999. These financial statements are the
responsibility of the Company s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of PNG Ventures, Inc. (a
Development Stage Company) as of December 31, 1999 and 1998 and the results of
its operations and cash flows for the years ended December 31, 1999, 1998, 1997,
and from inception June 23, 1995 through December 31, 1999 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had continual operating losses and is
dependent on financing to continue operations. These factors raise substantial
doubt about its ability to continue as a going concern. Management s plans in
regard to these matters are also described in the Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
________/s/________
Salt Lake City, Utah
March 21, 2000
18
<PAGE>
PNG Ventures, Inc.
(a development stage company)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
<S> <C> <C>
December 31,
1999 1998
- ---------------------------------------------------------------------
ASSETS
Current Assets
Cash $ 0 $ 0
Total Current Assets $ 0 $ 0
Total Assets $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
Total Liabilities $ 0 $ 0
Stockholders' Equity
Common Stock $.001 par value;
50,000,000 shares authorized;
1,210,417 shares issued and
outstanding 1,210 1,210
Additional Paid in Capital 29,200 29,200
Retained earnings (30,410) (30,410)
Total Stockholders' Equity 0 0
Total Liabilities and Stockholders' Equity $ 0 $ 0
</TABLE>
=====================================================================
The accompanying notes are an integral part of these financial statements
19
<PAGE>
PNG Ventures, Inc.
(a development stage company)
Consolidated Statements of Operations
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
From inception
on June 23,
For the years ended 1995 through
December 31, December 31,
1999 1998 1997 1999
- ----------------------------------------------------------------------------------------
Revenues $ 0 $ 0 $ 0 $ 0
Expenses
Accounting fees 0 0 0 2,910
Consulting 0 0 0 27,500
Total Expenses 0 0 0 (30,410)
Net (Loss) $ 0 $ 0 $ 0 ($30,410)
Net loss per share $ (0.000) $ (0.000) $ (0.000) $ (0.026)
Weighted average shares
outstanding 1,210,417 1,210,417 1,210,417 1,205,867
========================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
20
<PAGE>
PNG Ventures, Inc.
(a development stage company)
Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Deficit
Accumulated
Additional During the
Common Stock Paid In Development
Shares Amount Capital Stage
- ----------------------------------------------------------------------------------
Issuance of common shares for cash 1,187,667 $ 1,188 $ 3,812 $ 0
Net Loss for the year ended
December 31, 1995 0 0 0 (3,000)
Balance December 31, 1995 1,187,667 1,188 3,812 (3,000)
Issuance of Common shares for cash 7,500 7 14,993 0
Issuance of Common shares for cash 5,000 5 9,995 0
Issuance of Common shares for cash 10,250 10 400 0
Net Loss for the year ended
December 31, 1997 0 0 0 (27,410)
Balance December 31, 1997 1,210,417 1,210 29,200 (30,410)
Net Loss for the year ended
December 31, 1997 0 0 0 0
Balance December 31, 1997 1,210,417 1,210 29,200 (30,410)
Net Loss for the year ended
December 31, 1998 0 0 0 0
Balance December 31, 1998 1,210,417 1,210 29,200 (30,410)
Net Loss for the year ended
December 31, 1999 0 0 0 0
Balance December 31, 1999 1,210,417 $ 1,210 $ 29,200 ($30,410)
==================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
21
<PAGE>
PNG Ventures, Inc.
(a development stage company)
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
From
inception on
June 23,
For the years ended 1995 through
December 31, December 31,
1999 1998 1997 1999
- ----------------------------------------------------------------------------------------
Cash Flows from Operating
Activities
Net Loss $ 0 $ 0 $ 0 ($30,410)
Increase/decrease in liabilities 0 0 0 0
Net cash flows provided by
(used in) operating activities 0 0 0 (30,410)
Net cash flows provided by (used in)
investing activities 0 0 0 0
Cash flows from financing
Activities
Proceeds from issuance of
common stock for cash $ 0 $ 0 $ 0 30,410
Net cash flows provided by
(used in) financing activities 0 0 0 30,410
Net increase (decrease) in cash 0 0 0 0
Cash and Cash Equivalents at
Beginning of period 0 0 0 0
Cash and Cash Equivalents at
End of Period $ 0 $ 0 $ 0 $ 0
Supplemental Cash Flow information
Cash Paid for:
Interest $ 0 $ 0 $ 0 $ 0
Taxes $ 0 $ 0 $ 0 $ 0
Non Cash Finacing Activities:
========================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
22
<PAGE>
PNG VENTURES, INC.
(a Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
a. Organization
PNG Ventures, Inc. (the Company) was incorporated in the state of Nevada on
June 23, 1995 as Telecommunications Technologies, Ltd. On June 24, 1995, the
Company entered a plan of reorganization whereby it purchased all the assets of
Temple Summit Management Corporation (TSMC), organized in the state of Texas on
August 23, 1991 and re-incorporated in September 1994. The substance of the
re-organization was that the Company acquired $5,000 in cash for 47,506,240
shares of stock, issued to the shareholders of TSMC, following which TSMC ceased
to be a public company and became an inactive wholly owned subsidiary of it s
principal shareholder, Temple Summit Equity Group, LTD. This business
combination is treated as a reverse acquisition for accounting purposes. On
February 20, 1998 the Company changed its name to PNG Ventures, Inc. The
Company currently has had little operating activities and is focusing on raising
capital to secure business operations.
b. Accounting Method
The Company s financial statements are prepared using the accrual method of
accounting.
c. Fiscal Year
The Company has a calendar year end for financial reporting.
d. Earnings (Loss) Per Share
The computations of earnings (loss) per share of common stock are based on the
weighted average number of share outstanding at the date of the financial
statements.
e. Provision for Taxes
No provision for income taxes has been made due to net operating loss
carryforwards totaling $30,410 at December 31, 1999. Net operating loss
carryforwards begin expiring in 2000 through 2010. No tax benefit has been
reported in the financial statements because the management believes there is a
50% or greater chance the carryforward will expire unused.
f. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.
23
<PAGE>
PNG VENTURES, INC.
(a Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had substantial
operating losses for the past years and is dependant upon outside financing to
start operations. It is management s plans to raise additional funds in order
to secure its business operations.
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial Standards
Board Statement No. 7. It is concentrating substantially all of its efforts in
raising capital and developing its business operations.
NOTE 4 - Reverse Stock Split
On February 20, 1998 the Board of Directors approved a 40 for 1 reverse stock
split. These financial statements have been retroactively restated to reflect
this change.
24
<PAGE>
PART III
Exhibit Index
- --------------------------------------------------------------------------------
Exhibit Table Category / Description of Exhibit Page Number
Table #
- --------------------------------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
---------------------------------------------------------
2.1 Articles of Incorporation: Telecommunications Technologies, Ltd. 27
2.2 Articles of Amendment: PNG Ventures, Inc. res, 32
2.2 Plan of Reorganization and Tender: 34
Telecommunications Technologies, Inc. and Temple Summit Management
Corporation.emple
2.3 By-Laws 38
- --------------------------------------------------------------------------------
25
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
Dated: February 23, 2000
PNG VENTURES, INC.
(formerly TELECOMMUNICATIONS TECHNOLOGIES, LTD.)
by
_________/s/_________
John Spicer
sole officer and director
26
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 2.1
ARTICLES OF INCORPORATION:
TELECOMMUNICATIONS TECHNOLOGIES, LTD.
- --------------------------------------------------------------------------------
27
<PAGE>
ARTICLES OF INCORPORATION OF
TELECOMMUNICATIONS TECHNOLOGIES, LTD.
ARTICLES OF INCORPORATION
OF
TELECOMMUNICATIONS TECHNOLOGIES, LTD.
ARTICLE I. The name of the Corporation is TELECOMMUNICATIONS TECHNOLOGIES,
LTD.
ARTICLE II. Its principal place of business and registered office in the
State of Nevada is 987 Tahoe Blvd. 207, Incline Village NV 89451-8773. The
initial registered agent for services of process at that address is Casa Bella
Holding, Inc., a Nevada Corporation.
ARTICLE III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
ARTICLE IV. The corporation shall have authority to issue an aggregate of
Fifty Million (50,000,000) shares of common voting equity stock of par value one
mil ($0.001) per share, and no other class or classes of stock, for a total
capitalization of $50,000. The corporation's capital stock may be sold from
time to time for such consideration as may be fixed by the Board of Directors,
provided that no consideration so fixed shall be less than par value.
ARTICLE V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
ARTICLE VI. The affairs of the corporation shall be governed by a Board of
Directors of not less than two (2) persons. The Initial Directors of the
corporation, whose name and addresses are Kirt W. James and William Stocker, 219
Broadway Suite 261, Laguna Beach CA, to serve until the next regular meeting of
shareholders or until their successors are elected.
ARTICLE VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
ARTICLE VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
ARTICLE IX. The name and address of the Incorporator of the corporation is
William Stocker attorney at law, 219 Broadway Suite 261, Laguna Beach CA 92651.
28
<PAGE>
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant 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 set my hand hereunto this Day.
Dated:
_____/s/_______
William Stocker
attorney at law
Incorporator
29
<PAGE>
STATE OF NEVADA
SECRETARY OF STATE
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
IN THE MATTER OF TELECOMMUNICATIONS TECHNOLOGIES, LTD.
CASA BELLA HOLDING, INC., a Nevada Corporation of the address in the County
of Washoe at 987 Tahoe Blvd. 207, Incline Village NV 89451-8773, does hereby
accept appointment as Resident Agent for the above-named Corporation, all in
accordance with NRS 78.090 and/or applicable provisions of law.
FURTHERMORE, the principal office in this State is located in the County of
Washoe at
987 Tahoe Blvd. 207
Incline Village NV 89451-8773
IN WITNESS WHEREOF, I, have hereunto set my hand this ______________ day
of_______________________, 1995.
CASA BELLA HOLDING, INC.
by
__________/s/________
Vincent Lombardi
President
30
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 2.2
ARTICLES OF AMENDMENT: PNG VENTURES, INC.
- --------------------------------------------------------------------------------
31
<PAGE>
Exhibit 2.2
ARTICLES OF AMENDMENT: PNG Ventures, Inc.
AMENDMENT TO ARTICLES OF INCORPORATION
OF
Telecommunications Technologies, Ltd.
(after payment of capital and issuance of stock)
We the Undersigned, Officers of Telecommunications Technologies, Ltd. ("the
Corporation") hereby certify:
1. The Board of Directors of the Corporation at a meeting of duly convened
and held on February 20, 1998 adopted a resolution to amend the Articles of
Incorporation as Originally filed and/or amended.
The former Article read:
Article One. The name of the corporation is Telecommunications
Technologies, Ltd.
Article One is superseded and replaced as follows:
Article One. The name of the corporation is PNG Ventures, Inc.
The number of shares of the Corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 48,416,640 of which 44,133,440,
voted in favor; and the foregoing changes and amendment have been consented to
and approved by a majority vote of the stockholders holding at least a majority
of each class of stock outstanding and entitled to vote thereon.
_______/s/_______ _______/s/_______
J. Dan Sifford Jr. William Stocker
VICE PRESIDENT ASSISTANT SECRETARY
32
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 2.3
PLAN OF REORGANIZATION AND TENDER:
TELECOMMUNICATIONS TECHNOLOGIES, INC. AND
TEMPLE SUMMIT MANAGEMENT CORPORATION.
- --------------------------------------------------------------------------------
33
<PAGE>
PLAN OF REORGANIZATION AND TENDER
BY WHICH
Telecommunications Technologies, Ltd.
(A NEVADA CORPORATION)
ACQUIRE THE REMAINING ASSETS OF
Temple Summit Management Corporation
(A TEXAS CORPORATION)
This Plan of Reorganization is made effective and dated this day of June
24, 1995, by and between the above referenced corporations, sometimes referred
to herein as "TTL" and "TSM", respectively. It has been amended and corrected by
the parties on September 27, 1995, with respect to matters which are not
material to the substantial terms of the Reorganization.
I. THE PARTIES
1. TELECOMMUNICATIONS TECHNOLOGIES, LTD. ("TTL") is a newly created
private corporation duly incorporated in the State of Nevada on June 23, 1995.
2. TEMPLE SUMMIT MANAGEMENT CORPORATION ("TSM") is a Texas Corporation
which is presently inactive and the securities of which are not presently
traded. TSM was originally incorporated in Texas in March 1992 and
reincorporated in Texas in September 1994.
3. GLENNEYRE CAPITAL CORPORATION ("GCC") is the principal shareholder of
TSM.
4. TEMPLE SUMMIT EQUITY GROUP, LTD. ("TSEq") is an affilate of GCC, and is
to become the sole shareholder of TSM following this reorganization.
II. RECITALS
A. The Capital of the Parties:
1. THE CAPITAL OF THE TELECOMMUNICATIONS TECHNOLOGIES, LTD. consists of
50,000,000 shares of common voting stock of $0.001 par value authorized, of
which no shares are issued and outstanding.
2. THE CAPITAL OF THE TSM consists of 50,000,000 shares of common voting
stock of $.001 par value authorized, of which 296,914 shares are issued and
outstanding.
3. GLENNEYRE CAPITAL CORPORATION ("GCC") is the owner of 265,209 shares of
Common Stock of TSM
B. The Background for the Reorganization: TSM desires to relocate to
Nevada and to Reorganize its affairs for the benefit of its shareholders. TSM
retains no business or business plan, and has paid or discharged substantially
all of its liabilities and has committed to a winding up of its affairs. It
retains, as its only asset the a certain sum of cash. GCC wishes to assume the
remaining incidental liabilities of TSM and to relieve its shareholders of any
burden incidental to the former business failures of TSM.
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C. The Decision to Reorganize: The Parties have resolved, accordingly, to
reorganize the two companies, by means of the following reorganization and
acquisition, by which the TTL will acquire from $5,000 in cash, by which the
shareholders of TSM will become the shareholders of TTL, by which TSM will
become a wholly-owned subsidiary of TSEq, and by which GCC would assume all past
and current costs, including attorneys fees and other fees and costs incidental
to this reorganization.
III. PLAN OF REORGANIZATION
A. Reorganization: The two Companies agree hereby to this Plan of
Reorganization for the purposes set forth above, such that immediately following
the Reorganization: TTL will acquire $5,000.00 in cash from TSM in exchange for
296,914 shares of TTL common voting equity stock to be issued to the
shareholders of TSM in replacement for their existing shares of TSM, which
shareholders of TSM will become and thereafter be Shareholders of the TTL and
shall cease to be shareholders of TSM. Immediately following the Reorganization,
Temple Summit Management Corporation shall become and thereafeter be wholly
owned by the Temple Summit Equity Group, Ltd.
B. Effective Date: This Plan of Reorganization shall become effective
immediately approval and adoption by Corporate parties hereto, in the manner
provided by the law of its place of incorporation and its constituent corporate
documents, the time of such effectiveness being called the effective date
hereof.
C. Surviving Corporations: Both Companies shall survive the Reorganization
as indicated above. TSM shall become and thereafter be a wholly-owned by TSEq.
The former shareholders of TSM shall cease to be shareholders of TSM and shall
become and be the Shareholders of TTL.
D. Further Assurance, Good Faith and Fair Dealing: the Directors of each
Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and to do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith with
each other and each others shareholders.
E. Conversion and Issuance of Stock: Forthwith upon the effective date
hereof, each and every share of TSM shall be converted to one share of TTL, and
TTL will issue 296,914 shares of its common stock to the Shareholders of TSM in
exchange for the cancellation of such equivalent shares of TSM.
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F. Execution: THIS REORGANIZATION AGREEMENT is executed on behalf of each
Company by its duly authorized representatives, and attested to, pursuant to the
laws of its respective place of incorporation and in accordance with its
constituent documents.
Telecommunications Temple Summit
Technologies, Ltd. Management Corporation
(A NEVADA CORPORATION) (A TEXAS CORPORATION)
by by
______/s/______ ______/s/______
Kirt W. James Kirt W. James
PRESIDENT PRESIDENT
______/s/______ _______/s/______
William Stocker William Stocker
SECRETARY SECRETARY
Glenneyre Capital Temple Summit
Corporation Equity Group, Ltd.
(A TEXAS CORPORATION) (A COLORADO LIMITED LIABILTY CO.)
by by
______/s/_____ _______/s/______
Kirt W. James Kirt W. James
PRESIDENT PRESIDENT
______/s/______ ______/s/_______
William Stocker William Stocker
SECRETARY SECRETARY
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- --------------------------------------------------------------------------------
EXHIBIT 2.4
BY-LAWS
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BY-LAWS
OF
TELECOMMUNICATIONS TECHNOLOGIES LTD.
A NEVADA CORPORATION
ARTICLE I
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 987 Tahoe Blvd., Suite 207, Incline Village NV 89451-8773. The
corporation may have such other offices, either within or without the State of
incorporation as the board of directors may designate or as the business of the
corporation may from time to time require.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding 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 the corporation.
SECTION 2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the second Monday
of March in each year, if not a holiday, at Ten o'clock A.M., at which time the
shareholders shall elect a Board of Directors and transact any other proper
business. If this date falls on a holiday, then the meeting shall be held on the
following business day at the same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
Notices of Meetings
SECTION 4. NOTICES OF MEETINGS
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (l0) days nor more than
twenty (20) days before the date of the meeting, either personally or by mail,
by the direction of the president, or secretary, or the officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
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SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the directors may fix in advance a date as the record date for
and such determination of stockholders, such date in any case to be not more
than twenty (20) days and, in case of a meeting of stockholders, not less than
ten (l0) days prior to the date on which the particular action requiring such
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.
SECTION 6. VOTING LIST.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (l0) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(l0) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
SECTION 7. QUORUM.
At any meeting of stockholders fifty-one (5l) percent of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than said number
of the outstanding shares are represented at a meeting, a majority of the
outstanding shares so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting originally notified. The stockholders present at a
duly organized meeting may continue to transact business until adjournment,
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notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
SECTION 8. PROXIES.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.
SECTION 9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
SECTION 10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
SECTION 11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
SECTION 12. BOOKS AND RECORDS.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
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extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, 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 by-laws and the laws of this State.
SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (9). Each director shall hold office until the next annual
meeting of stockholders and until his successor shall have been elected and
qualified.
SECTION 3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.
SECTION 5. NOTICE.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver 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.
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SECTION 6. QUORUM.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
SECTION 7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
SECTION 9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
SECTION 10. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
SECTION 11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 12. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
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ARTICLE IV
OFFICERS
SECTION 1. NUMBER.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
SECTION 2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
SECTION 3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
SECTION 4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
SECTION 5. PRESIDENT.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
SECTION 6. CHAIRMAN OF THE BOARD.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
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SECTION 7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
SECTION 8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
SECTION 9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS.
The 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 evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
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SECTION 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the 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 resolution of the 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 directors may select.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the lst day of January in
each year, or on such other day as the Board of Directors shall fix.
ARTICLE VII
DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE VIII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
ARTICLE IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof 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.
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ARTICLE X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the stockholders representing a majority of all the shares
issued and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.
CERTIFICATION
THE SECRETARY of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.
EXECUTED, AND CORPORATE SEAL AFFIXED, this day of June 24, 1995.
______/s/______
William Stocker
Secretary
