SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
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
February 28, 2000
The EXHIBIT INDEX is located at pages 36 of this Registration
Statement
1
PART I
Unnumbered Item: Introduction
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 2. Description of Business.
(b) Business Development.
(2) 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.
2
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 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
3
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 pursuant to section 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
4
necessarily be indicative of the potential for the future because
of the necessity to substantially shift a marketing approach,
expand operations, 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.
5
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.
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.
6
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 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.
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Item 2. Managements Discussion and Analysis or Plan of Operation.
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(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.
7
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 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.
8
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.
9
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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.
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Item 4. Executive Compensation.
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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.
10
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 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.
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Item 5. Certain Relationships and Related Transactions.
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There are no material relationships or transactions other
than those disclosed in the Table and Notes in Item 4 of this
Part.
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Item 6. Description of Property.
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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.
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Item 7. Security Ownership of Certain Beneficial
Owners and Management.
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(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.
11
Table A/B
Common Stock
Officers and Directors and Owners of 5% or more
====================================================================
NAME AND ADDRESS OF BENEFICIAL OWNER ACTUAL %
OWNERSHIP
- --------------------------------------------------------------------
John Spicer Presiden/Director 5,000,000 57.93
1434 West Alabama
Houston, TX 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
====================================================================
(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 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.
12
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 section 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.
=====================================================================
Series # Original Forward Split Reverse Split Forward Split
Issuances 160 for 1 40 to 1 3 for 1
- ----------------------------------------------------------------------
1 TSM
sect. 4(2) 285,714 45,714,240 1,142,856 3,428,568
- ----------------------------------------------------------------------
2 TSM
sect. 504 11,200 1,792,000 44,800 134,400
=====================================================================
Subtotal
TSM 296,914 47,506,240
- ----------------------------------------------------------------------
3 TTL
sect. 504 500,000 12,500 37,500
- ----------------------------------------------------------------------
4 TTL
sect. 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
=====================================================================
13
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.
Section 15(g) of the Securities Exchange Act of 1934, as
amended, and Reg. Section 240.15g(c)2 of the Securities and
Exchange Commission require broker dealers 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."
14
Moreover, Reg. Section 240.15g-9 of the Securities and
Exchange Commission requires broker dealers 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 broker dealer 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 broker(c)-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.
Remainder of page intentionally left blank.
15
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:
==================================
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
==================================
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.
16
- ------------------------------------------------------------------
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.
17
PART F/S
- ----------------------------------------------------------------------
The following financial statements are provided:
=====================================================================
Financial Statements Page
=====================================================================
F-1 Audited Financial Statements for the years ended December 19
31, 1998 and 1997; and for the six months ended June 30,
1999
- ----------------------------------------------------------------------
F-2 Un-Audited Financial Statements for the one month and 23 28
days ended February 23, 2000.
=====================================================================
18
- --------------------------------------------------------------------
F-1
Audited Financial Statements
For the Year ended
December 31, 1998 and 1997; and for
the six months ended June 30, 1999
- --------------------------------------------------------------------
19
PNG VENTURES, INC.
(a Development Stage Company)
Consolidated Financial Statments
June 30, 1999, December 31, 1998 and 1997
20
CONTENTS
Independent Auditors Report--------------------------------3
Consolidated Balance Sheets--------------------------------4
Consolidated Statements of Operations----------------------5
Consolidated Statements of Stockholders Equity-------------6
Consolidated Statements of Cash Flows----------------------7
Notes to the Consolidated Financial Statements-------------8
21
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 June 30, 1999,
December 31, 1998 and 1997 and the related consolidated statements of
operations, stockholders' equity and cash flows for the six months ended
June 30, 1999 and the years ended December 31, 1998 and 1997, and from
inception on June 23, 1995 through June 30, 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 June 30, 1999, December 31, 1998
and 1997, and the results of its operations and cash flows for the six
months ended June 3 0, 1999 and the years ended December 3 1, 1998 and
1997, and from inception June 23, 1995 through June 30, 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.
Salt Lake City, Utah
October 5, 1999
22
PNG Ventures, Inc.
(a Development Stage Company)
Consolidated Balance Sheets
ASSETS June 30, December 31,
1999 1998 1997
---------------------------------------
Current assets
Cash $ -0- $ -0- $ -0-
Total Current Assets -0- -0- -0-
---------------------------------------
Total Assets $ -0- $ -0- $ -0-
=======================================
LIABILITIES AND STOCKHOLDERS EQUITY
Total Liabilities $ -0- $ -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 1,210
Additional Paid in Capital 29,200 29,200 29,200
Retained earnings (30,410) (30,410) (30,410)
---------------------------------------
Total Stockholders' Equity -0- -0- -0-
Total Liabilities and Stockholders'
Equity $ -0- -0- -0-
=======================================
The accompanying notes are an integral part of these financial statements.
23
PNG Ventures, Inc.
(a Development Stage Company)
Consolidated Statements of Operations
For the Six For the years ended Cumulative Total
Months ended December 31, Since inception
June 30, 1999 1998 1997
----------------- --------------------- ----------------
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 $ (.000) $ (.000) $ (.000) $ (.026)
================ ==================== ===============
WEIGHTED AVERAGE
SHARES OUTSTANDING 1,210,417 1,210,417 1,210,417 1,182,607
================ ====================== ===============
The accompanying notes are an integral part of these financial statements.
24
PNG Ventures, Inc.
(a Development Stage Company)
Consolidated Statements of Stockholders' Equity
Common Stock Add'l Deficit
Shares Amount Paid-In Accumulated
Capital During the
Development
Stage
------------------------------------------------------
Issuance of Common
Shares for cash $ 1,187,667 $ 1,188 $ 3,812 $ -0-
Net Loss for the year ended
December 31, 1999 -0- -0- -0- (3,000)
------------------------------------------------------
Balance Dec. 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 Dec. 31, 1996 -0- -0- -0- (27,410)
------------------------------------------------------
Balance Dec. 31, 1996 1,210,417 1,210 29,200 (30,410)
Net Loss for the year
ended Dec. 31, 1997 -0- -0- -0- -0-
------------------------------------------------------
Balance Dec. 31, 1997 1,210,417 1,210 29,200 (30,410)
Net Loss for the year
ended Dec. 31, 1998 -0- -0- -0- -0-
------------------------------------------------------
Balance Dec. 31, 1998 1,210,417 1,210 29,200 (30,410)
Net Loss for the six months
ended June 30, 1999 -0- -0- -0- -0-
------------------------------------------------------
Balance June 30, 1999 1,210,417 $ 1,210 $ 29,200 $(30,400)
======================================================
The accompanying notes are an integral part of these financial statements.
25
PNG VENTURES, INC.
(a Developement Stage Company)
Consolidated Statement of Cash Flows
From
For the Inception on
Six Months For the Years June 23,
ended ended December 31, 1995 through
June 30, ----------------------------- June 30,
1999 1998 1997 1999
-----------------------------------------------------
Cash Flows from Operating
Activities
Net Loss $ -0- $ -0- $ -0- $ -0-
Increase/Decrease in
Liabilities -0- -0- -0- -0-
-----------------------------------------------------
Net cash flows provided
by (used in) operating
activities -0- -0- -0- (30,410)
-----------------------------------------------------
Cash Flows from issuance
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 Financing
Activities:
The Accompanying notes are an integral part of these financial statements.
26
PNG Ventures, Inc.
(a Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 1999, December 31, 1998 and 1997
NOTE I 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 searching for a merger
candidate or business opportunity in which to generate necessary
revenues.
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 June 30, 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.
27
PNG Ventures, Inc.
(a Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 1999, December 31, 1998 and 1997
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 dependent upon
outside financing to start operations. Management plans to seek one or
more profitable business operations to acquire or merge with to generate
the necessary revenue to support 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 I reverse
stock split. These financial statements have been retroactively restated
to reflect this change.
28
- -----------------------------------------------------------------------
F-2
Un-Audited Financial Statements
for the one month and 23 days
ended February 23, 2000
- -----------------------------------------------------------------------
29
PNG VENTURES. INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
for the fiscal years ended June 30, 1998, 1999 and
the period ended February 23, 2000
June 30,
February 23, -----------------
2000 1999 1998
------------------------------
ASSETS
Current Assets
Cash $ 100 $ -0- $ -0-
------------------------------
Total Current Assets 100 -0- -0-
Total Assets $ 100 $ -0- $ -0-
==============================
LIABILITIES $ STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY
Common Stock, $.001 par
value; authorized
50,000,000 shares; issued
and outstanding, 3,631,251
shares at June 30, 1998 and
at June 30, 1999 and
8,631,251 shares at
February 23, 2000 8,631 3,631 3,631
Additional Paid in Capital 26,779 26,779 26,779
Accumulated Equity
(Deficit) (35,310) (30,410) (30,410)
--------------------------------
Total Stockholders
Equity 100 -0- -0-
--------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 100 $ -0- $ -0-
================================
The accompanying notes are an integral part of these financial statements
30
PNG VENTURES, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
for the fiscal years ended June 30,1998, 1999 and
the period ended February 23,2000
June 30,
February 23, ------------------
2000 1999 1998
--------------------------------
Revenues $ -0- $ -0- $ -0-
--------------------------------
General and
Administrative 4,900 -0- -0-
--------------------------------
Net Loss from
Operations (4,900) -0- -0-
Net Income (loss) $ (4,900) $ -0- $ -0-
============--------------------
Loss Per Share $ (0.0013) $ -0- $ -0-
================================
Weighted Average
Shares Outstanding 3,775,301 3,631,251 3,631,251
================================
The Accompanying notes are an integral part of these financial statements.
31
PNG VENTURES, INC.
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)(UNAUDITED)
for the period from inception, June 23, 1995, through December 31, 1995
for the fiscal years ended December 31, 1996 and 1997
for the fiscal years ended June 30, 1998 and 1999
and for the period ended February 23, 2000
Additional Accumulated Total Stock-
Common Par Paid In Equity holders Equity
Stock Value Capital (Deficit) (Deficit)
-----------------------------------------------------------
Issuance of
Common Shares
for Cash 3,563,001 $3,563 $1,437 $ -0- $ -0-
Net Loss during the
fiscal year ended
December 31, 1995 (3,000)
-----------------------------------------------------------
Balance at
December 31, 1995 3,563,001 3,563 1,437 (3,000) 2,000
Issuance of common
shares for cash 22,500 22 14,978
Issuance of common
shares for cash 15,000 15 9,985
Issuance of common
shares for cash 30,750 31 379
Net Loss during the
fiscal year ended
December 31, 1996 (27,410)
-----------------------------------------------------------
Balance at December
31, 1993 3,631,251 3,631 26,779 (30,410) -0-
Net Loss during the
fiscal year ended
December 31, 1997 -0-
-----------------------------------------------------------
Balance at December
31, 1997 3,631,251 3,631 26,779 (30,410) -0-
Net Loss during the
fiscal year ended
June 30, 1998 -0-
-----------------------------------------------------------
Balance at June
30, 1998 3,631,251 3,631 26,779 (30,410) -0-
Net Loss during the
fiscal year ended
June 30, 1999 -0-
-----------------------------------------------------------
Balance at June
30, 1999 3,631,251 3,631 26,779 (30,410) -0-
Issuance of common
shares for cash 5,000,000 5,000
Net Loss during the
period ended
February 23, 2000 (4,900)
------------------------------------------------------------
Balance at
February 23, 2000 8,631,251 8,631 26,779 (35,310) 100
================================================================================
The Accompanying notes are an integral part of these financial statements.
32
PNG VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
for the fiscal years ended June 30, 1998 and 1999 and
for the period ended February 23, 2000
1 -FORMATION AND OPERATIONS OF THE COMPANY
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) which was organized under the
laws of the State of Texas on August 23, 1991 and reincorporated in September
1994. The substance of the reorganization 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 its 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
searching for a merger candidate or business opportunity in which to generate
necessary revenues.
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
Accounting records of the Company and financial statements are mainta-
ined and prepared on an accual basis.
(b) FISCAL YEAR
The Company's original fiscal year for accounting and tax purposes was
December 31. After the end of the 1997 fiscal year the Company elected
to adopt June 30 as its fiscal year end for financial reporting.
(c) ORGANIZATION COSTS
The Company incurred $5,000.00 of organization costs in 1995. These
costs, which were paid by shareholders of the Company and which were
exchanged for 3,563,001 shares of common stock having a net par value
of $3,563 and $ $1,437 in cash.
(d) CASH EQUIVILENTS
For Financial Accounting Standards purposes, the Statment of Cash Flows,
Cash Equivalents include time deposits, certificates of deposit, and all
highly liquid dept instruments with original maturities of three months
or less. Whenever cash amount are to be included on the Company's
Statements of Cash Flow, however, they will be comprised exclusively of
cash.
(e) PROVISION FOR TAXES
No provision for income taxes has been made due to net operating loss
carryforwards totaling $30,410 at February 23, 2000. Net operating loss carry-
forwards 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.
33
3-PROPERTY AND EXECUTIVE COMPENSATION
(a) PROPERTY:
The Company's offices and its books and records are located, without
cost, at 1434 West Alabama, Houston TX 77006.
(b) EXECUTIVE COMPENSATION:
Since inception, the Company has paid no cash compensation to its
Officers or directors. Officers of the Company will be reimbursed for
out-of-pocket expenses and may be compensated for the time they devote
to the Company. In addition, Officers may recieve compensation for
services performed on behalf of the Company. The terms of any such
compensation will be determined on the basis of the nature and extent
of the services which may be required and will be no less favorable to
the Company than the charges for similar services made by independent
third parties who are similarly qualified. No officer or director is
required to make any specific amount or percentage of his business
time available to the Company.
4-STOCKHOLDERS'EQUITY.
The Company is authorized to issue 50,000,000 shares of common stock having a
par value of $0.001. During 1995, 3,563,001 shares of common stock having a
net par value of $3,563 and $1,437 in cash, were issued in exchange for
organizational costs which were valued by management at $5,000. During 1996,
68,250 shares of Common Stock were issued for $25,400 in cash. During 2000,
5,000,000 shares were issued in exchange for $5,000 in cash. On February 20,
1998 the Board of Directors approved a 1 for 40 reverse stock split. On February
21, 2000 the Board of Directors approved a 3 for I forward stock split. These
financial statements have been retroactively restated to reflect these changes
as if they had been in effect since inception.
34
PART III
- --------------------------------------------------------------------------------
Item 1. Index to Exhibits.
- --------------------------------------------------------------------------------
Exhibit Index
==============================================================================
Table Category / Description of Exhibit Page #
- --------------------------------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
- --------------------------------------------------------------------------------
2.1 Articles of Incorporation: Telecommunications Technologies, Ltd 37
2.2 Articles of Amendment; PNG Ventures, Inc. res, 40
2.2 Plan of Reorganization and Tender:
Telecomunications Technologies, Inc. and Temple Summit Management 42
Corporation.emple
2.3 By-Laws 46
================================================================================
35
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
John Spicer
SOLE OFFICER AND DIRECTOR
36
- --------------------------------------------------------------------------------
Exhibit 2.1
Articles of Incorporation: Telecommunications Technologies, Ltd.
- --------------------------------------------------------------------------------
37
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 orhereafter 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 andaddresses are KIRT W. JAMES and
WILLIAM STOCKER, 219 Broadway Suite 261, Laguna BeachCA, 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.
38
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: May 16, 1995
____________/S/________________
WILLIAM STOCKER
ATTORNEY AT LAW
INCORPORATOR
39
- --------------------------------------------------------------------------------
Articles of Amendment: PNG Ventures, Inc.
- --------------------------------------------------------------------------------
40
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 voteof the stockholders
holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
__________/s/_______________ ____________/s/______________
J.Dan Sifford William Stocker
Vice President Assistant Secretary
41
- --------------------------------------------------------------------------------
Plan of Reorganization and Tender: Telecommunications Technologies, Inc. and
Temple Summit Management Corporation.
- --------------------------------------------------------------------------------
42
PLAN OF REORGANIZATION AND TENDER
BY WHICH
Telecommunications Technologies, Ltd.
(A NEVADA CORPORATION)
SHALL ACQUIRE THE REMAINING ASSETS OF
TEMPLE SUMMIT MANAGEMENT CORPORATION
(A Texas Corporation)
This Plan of Reorganization is revised and made effective and dated
this day of December31, 1995, by and between the above referenced
corporations, sometimes referred to hereinAs "TTL" and "TSM",
respectively. It has been amended and corrected and supersedes the
tentative agreement of June 24, 1995.
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 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. TEMPLE SUMMIT EQUITY GROUP, LTD. (TSEq) is and shall be the sole
shareholder of TSM following this reorganization. It is a Colorado
Limited Liability Company.
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 47,506,240 shares
are issued and outstanding.
B. 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 shareholders of TSM will acquire from $5,000
in cash, by which the shareholders of TSM will become the shareholders of
IM, by which TSM will become a wholly-owned subsidiary of TSEQ, and by
which TSEQ would assume all past and current costs, including attorneys fees
and other fees and costs incidental to this reorganization, with the result
43
that no debtsor liabilities of TSM shall be acquired by TTL. The parties
intend to issue theReorganization Shares pursuant to Regulation D, Rule
504, as if the 47,506,240 shares were purchased by TSM for its
shareholders for $5,000.00.
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 47,506,240 shares of TM common voting equity stock
to be issued to the shareholders of TSM in replacement for their
existing shams of TSM, which shareholders of TSM will become and
thereafter be Shareholders of the TTL and shall cease to be share-
holders 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: Fortwith upon the effective date
hereof, each and every share of TSM shall be converted to one share
of TTL, and TM 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.
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.
44
Telecommunications Temple Summit
Technologies, Ltd. Management Corporation
(A Nevada Corporation) (A Texas Corporation)
_________/s/____________ _____________/s/_______________
Kirt W. James Kirt W. James
President President
________/s/_____________ __________/s/_________________
William Stocker William Stocker
Secretary Secretary
Temple Summit
Equity Group, Ltd.
(A Colorado Limited Liability Co.,)
by:
_________/s/__________________
William Stocker
Manager/Sole Director
45
- --------------------------------------------------------------------------------
Exhibit 2.4
By-Laws
- --------------------------------------------------------------------------------
46
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 principaloffice 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
47
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.
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.
48
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, 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
49
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 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 stock-holders 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
50
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 previouslythereto 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.
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.
51
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 moredirectors. Each such committee shall serve at the pleasure
of the board.
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.
52
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 ll 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.
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
53
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.
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.
54
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.
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.
Telecommunications Technologies Ltd.
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