U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A1
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
SEAFOODS PLUS, LTD.
(Name of Small Business Issuer as specified in its charter)
UTAH 87-0413539
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) ID. No.)
0-21853
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(SEC File No.)
5525 South 900 East, Suite #110
Salt Lake City, Utah 84117
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 262-8844
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
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Title of Class
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DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
PART I
Item 1. Description of Business.
Business Development.
Seafoods Plus, Ltd. (the "Company") was organized under the laws of the
State of Utah on August 11, 1983, under the name "Communitra Energy, Inc." The
Company was incorporated for the primary purpose of investing in oil, gas and
mineral leases and/or products.
The Company was initially authorized to issue a total of 50,000,000 shares
of common stock having a par value of one mill ($0.001) per share, with
fully-paid stock not to be liable for further call or assessment. Copies of the
Company's initial Articles of Incorporation and Bylaws are attached as exhibits
and are incorporated herein by this reference. See the Exhibit Index, Part III.
At the Company's inception, the Board of Directors authorized the issuance
of 1,275,000 "unregistered" and "restricted" shares of its common stock to
directors, executive officers and persons who may be deemed to have been
promoters or founders of the Company for the total consideration of $3,000.
Commencing in November, 1983, and pursuant to an exemption provided in
Section 3(a)(11) of the Securities Act of 1933, as amended (the "1933 Act"), and
Section 61-1-10 of the Utah Uniform Securities Act, the Company publicly offered
and sold an aggregate total of 3,000,000 shares of its common stock to public
investors who were residents of the State of Utah, at a price of one cent
($0.01) per share. The offering was subsequently completed, with the Company
receiving aggregate gross proceeds of $30,000, before payment of legal,
accounting and printing expenses. A copy of the Offering Circular that the
Company used in connection with this offering is attached as an exhibit to this
Registration Statement on Form 10-SB, and is incorporated herein by this
reference. See the Exhibit Index, Part III.
On July 16, 1985, the Company filed with the Secretary of State of the
State of Utah Articles of Amendment to its Articles of Incorporation, which (i)
changed the name of the Company to "Seafoods Plus, Ltd."; and (ii) expanded
Article III of the business purpose to include the processing, canning,
marketing and distribution of fresh seafoods. A copy of the Articles of
Amendment effecting these changes is attached as an exhibit to this Registration
Statement on Form 10-SB, and is incorporated herein by this reference. See the
Exhibit Index, Part III.
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From 1985 to 1988, the Company engaged in business of seafood distribution.
These operations were unsuccessful and the Company has had no business
operations since approximately 1988. Due to the substantial lapse of time since
the occurrence of these events, management does not anticipate that they will
have any adverse impact on any future operations in which the Company may
engage.
Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised
Business Corporation Act, on September 18, 1995, the corporation adopted
Articles of Amendment to its Articles of Incorporation: (i) to effect a 1 share
for 16.17 reverse split of the Company's 5,658,250 then-outstanding shares of
common stock, effective as of the close of business on September 5, 1995,
retaining the authorized capital at 50,000,000 shares and the par value at one
mill ($0.001) per share, with appropriate adjustments being made in the
additional paid in capital and stated capital accounts of the Company and with
fractional shares to be rounded to the nearest whole share. A copy of the
Articles of Amendment effecting these changes is attached as an exhibit, and is
incorporated herein by this reference. See Exhibit Index, Part III.
On September 18, 1995, the Board of Directors, acting pursuant to Section
16-10a-821 of the Utah Revised Business Corporation Act, unanimously resolved
(i) to issue 1,650,000 post-split "unregistered" and "restricted" shares of
common stock to Jenson Servces, Inc., a consultant to the Company, in
consideration of the sum of $8,350, which funds were to be used to pay costs
associated with legal fees and accounting costs.
Immediately following the above-referenced reverse split, 350,012 shares of
the Company's common stock were issued and outstanding. Following the issuance
of 1,650,000 "unregistered" and "restricted" shares to Jenson Services, Inc.,
2,000,012 shares of common stock are currently issued and outstanding.
On May 15, 1996, acting without a meeting pursuant to Section 16-10a-821 of
the Utah Revised Business Corporation Act, the Board of Directors of the Company
unanimously resolved to adopt new Bylaws. The Board members approving this
resolution were Kathleen Morrison, Jason Osborne and Terry Hardman. A copy of
the adopted Bylaws of the Company are attached as an exhibit to this
Registration Statement on Form 10-SB, and is incorporated herein by this
reference. See the Exhibit Index, Part III.
On October 11, 1996, acting pursuant to Section 16-10a-821 of the Utah
Revised Business Corporation Act, the Board of Directors of the Company
unanimously resolved to amend the Company's Bylaws to exempt the Company from
the provisions of the Utah Control Shares Acquisitions Act (Section 61-6-2 et
seq., Utah Code Annotated) (the "Acquisitions Act"). The Board members approving
this resolution were Kathleen Morrison, Jason Osborne and Terry Hardman. A copy
of the amendment to the Bylaws of the Company are attached as an exhibit to this
Registration Statement on Form 10-SB, and is incorporated herein by this
reference. See the Exhibit Index, Part III.
The Acquisitions Act, which applies only to certain types of publicly-held
corporations, provides that "control shares" acquired under certain
circumstances shall have the same voting rights as they had before the
acquisition only to the extent that the stockholders of the corporation have
approved such rights. The Acquisitions Act also gives dissenter's rights to the
stockholders in the event that full voting rights are accorded to shares
acquired in a "control share acquisition" and the acquiring person has acquired
"control shares" with at least a majority of all voting power. Section 61-6-6
permits a corporation's articles of incorporation or bylaws to provide for an
exemption from the Acquisitions Act. The net effect of the Company's exemption
from the
<PAGE>
Acquisitions Act is to remove the need for stockholder approval of acquisitions
of controlling interests in the Company. The Company will still be subject to
the provisions of Regulation 14A of the Securities and Exchange Commission,
regarding proxy solicitations. However, these provisions deal with the nature
and extent of disclosure required when a matter is to be voted on, but not
whether a matter is to be voted on; accordingly, Regulation 14A in no way
negates the effect of the exemption from the Acquisitions Act. See the heading
"Need for any Governmental Approval of Principal Products or Services" under the
caption "Business," herein.
On December 12, 1996 the Company filed a Form 10-SB pursuant to Regulation
S-B for the purpose of becoming a full reporting issuer under Section 12(g) of
Securities Act of 1933 and the Securities Exhange Act of 1934. The Company filed
the Form 10-SB, on a voluntarily basis, for the purpose of registering its
securities under Section 12(g) and the Company is filing this Amendment under
the same predisposition. Management believes that a full reporting company is
more desirable for a reorganization because of requirements for NASDAQ quotes
and greater availability of information.
Business.
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The Company has had no business operations since approximately 1988. To the
extent that the Company intends to continue to seek the acquisition of assets,
property or business that may benefit the Company and its stockholders, the
Company is essentially a "blank check" company. The Company does not plan to use
any supplemental information, notices or advertisements in its search for
business opportunities. The Company plans to rely on the consulting services of
Jenson Services, Inc., the principal shareholder, for potential acquisitions or
mergers. Because the Company has virtually no assets, conducts no business and
has no employees, management anticipates that any such acquisition would require
the Company to issue shares of its common stock as the sole consideration for
the acquisition. This may result in substantial dilution of the shares of
current stockholders. The Company's Board of Directors shall make the final
determination whether to complete any such acquisition; the approval of
stockholders will not be sought unless required by applicable laws, rules and
regulations, the Company's Articles of Incorporation or Bylaws, as amended, or
contract. Even if stockholder approval is sought, Jenson Services, a consultant
to the Company, beneficially owns approximately 87% percent of the outstanding
shares of common stock of the Company, and could approve any acquisition,
reorganization or merger it deemed acceptable. The Company makes no assurance
that any future enterprise will be profitable or successful.
The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict its search
to any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that because of its total lack of resources, the number of suitable potential
business ventures which may be available to it will be extremely limited, and
may be restricted to entities who desire to avoid what these entities may deem
to be the adverse factors related to an initial public offering ("IPO"). The
most prevalent of these factors include substantial time requirements, legal and
accounting costs, the inability to obtain an underwriter who is willing to
publicly offer and sell shares, the lack of or the inability to obtain the
required financial statements for such an undertaking, limitations on the amount
of dilution public investors will suffer to the benefit of the stockholders of
any such entities, along with other conditions or requirements imposed by
various federal and state securities laws, rules and regulations. Any of these
types of entities, regardless of their prospects, would require the Company to
issue a substantial number of shares of its common stock to complete any such
<PAGE>
acquisition, reorganization or merger, usually amounting to between 80 and
95 percent of the outstanding shares of the Company following the completion of
any such transaction; accordingly, investments in any such private entity, if
available, would be much more favorable than any investment in the Company.
Management believes that there will be a change in control upon consumation of
an acquisition or merger. Past experience of Jenson Services, Inc. has produced
a change in control universally with all companies Jenson has consulted.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly analyze without
referring to any objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, since the Company has virtually no current assets or cash
reserves, these activities may be limited, and if undertaken, the cost and
expense thereof will be advanced by management, and may further dilute the
interest of the stockholders of the Company.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates.
<PAGE>
Such persons may include the Company's directors, executive officers,
beneficial owners or their affiliates. In this event, such fees may become a
factor in negotiations regarding a potential acquisition and, accordingly, may
present a conflict of interest for such individuals. See the caption "Conflicts
of Interest; Related Party Transactions," below.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Current Company policy does
not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Although it currently has no plans to do so, depending on the nature and
extent of services rendered, the Company may compensate members of management in
the future for services that they may perform for the Company. Because the
Company currently has virtually no resources, and is unlikely to have any
appreciable resources until it has completed a merger or acquisition, management
expects that any such compensation would take the form of an issuance of the
Company's stock to these persons; this would have the effect of further diluting
the holdings of the Company's other stockholders.
Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. Such fees may
become a factor in negotiations regarding any potential acquisition by the
Company and, accordingly, may present a conflict of interest for such
individuals. See the caption "Conflicts of Interest; Related Party
Transactions."
Involvement in Other "Blank Check" Companies.
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Other than the Company, neither Jason Osborne nor Terry Hardman has been
involved as a director, executive officer or five percent stockholder of any
"blank check" company in the last ten years.
From November, 1993, until its reorganization in April, 1995, Kathleen L.
Morrison, who is a director and the President of the Company, was a director and
the Secretary/Treasurer of Westcott Financial Corporation, a Delaware
corporation, now known as "Entertainment Technologies & Programs, Inc."
("ETPI"). ETPI is publicly-held and may be deemed to have been a "blank check"
company until its reorganization. Mrs. Morrison was also the Secretary/Treasurer
of Onasco Companies, Inc., a Utah corporation, now know as "Tengasco, Inc."
("TNGO"), redomiciled to the State of Tennessee, from January, 1995, until its
reorganization in July, 1995. TNGO is publicly-held and may be deemed to have
been a "blank check" company until its reorganization. Tengasco is a
publicy-held company that currently trades over the counter on the OTC Bulletin
Board of the NASD. "TNGO" is not required to file periodic reports with the
Securities and Exchange Commission under Section 13 of the Securities Exchange
Act of 1934, as amended. From July,
<PAGE>
1995, until its reorganization in September, 1996, Kathleen L. Morrison,
was a director and the Secretary/Treasurer of Mason Oil Company, Inc., a Utah
corporation, ("MSNO"), which may be deemed to be a "blank check" company.
No current director or executive officer has been involved in any initial
public offering involving the securities of a "blank check" company in the
ten-year period immediately preceding the date of this Registration Statement.
None of the Officers, Directors, or employees of Jenson Services, Inc. have
been involved in a "Blank Check Offering" in the ten year preceeding the date of
this Registration Statement.
Risk Factors.
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In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however, at
a minimum, the Company's present and proposed business operations will be highly
speculative and subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below
and in the initial Offering Circular of the Company, a copy of which is attached
as an exhibit to this Registration Statement on Form 10-SB. See the Exhibit
Index, Part III.
Limited Assets; No Source of Revenue. The Company has extremely limited
assets and has had no revenue in either of its two most recent calendar years or
to the date hereof. Nor will the Company receive any revenues until it completes
an acquisition, reorganization or merger, at the earliest. Jenson Services, Inc.
intends to continue to loan the company money to pay for the costs of evaluating
potential merger candidates. The loans are due upon demand. There is presently
no agreement between the Company and Jenson Services, Inc., with regard to any
such loan. The Company can provide no assurance that any acquired business will
produce any material revenues for the Company or its stockholders or that any
such business will operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the Company
is not currently engaged in any substantive business activities, as well as
management's broad discretion with respect to the acquisition of assets,
property or business, the Company may be deemed to be a "blank check" company.
Although management intends to apply substantially all of the proceeds that it
may receive through the issuance of stock or debt to a suitable acquisition,
subject to the criteria identified above, such proceeds will not otherwise be
designated for any more specific purpose. The Company can provide no assurance
that any allocation of such proceeds will allow it to achieve its business
objectives.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may potentially acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not to invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a potential
acquisition or if the acquisition target had made an offering of its securities
directly to the public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the
<PAGE>
comparative risks and merits of investing in the industry or business in
which the Company may invest. To the extent that the Company may acquire a
business in a highly risky industry, the Company will become subject to those
risks. Similarly, if the Company acquires a financially unstable business or a
business that is in the early stages of development, the Company will become
subject to the numerous risks to which such businesses are subject. Although
management intends to consider the risks inherent in any industry and business
in which it may become involved, there can be no assurance that it will
correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition. However, because the Company
has extremely limited resources as of the date of this Registration Statement,
management expects that any such acquisition would take the form of an exchange
of capital stock. See Part I, Item 2 of this Registration Statement.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See Paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully with
all state securities laws, and plans to take the steps necessary to ensure that
any future offering of its securities is limited to those states in which such
offerings are allowed. However, these legal restrictions may have a material
adverse impact on the Company's ability to raise capital because potential
purchasers of the Company's securities must be residents of states that permit
the purchase of such securities. These restrictions may also limit or prohibit
stockholders from reselling shares of the Company's common stock within the
borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland, Missouri,
Nevada, New Mexico, Pennsylvania, Utah and Washington), some of which are
included in the group of 36 states mentioned above, place various restrictions
on the sale or resale of equity securities of "blank check" or "blind pool"
companies. These restrictions include, but are not limited to, heightened
disclosure requirements, exclusion from "manual listing" registration exemptions
for secondary trading privileges and outright prohibition of public offerings of
such companies.
In most jurisdictions, "blank check" and "blind pool" companies are not
eligible for participation in the Small Corporate Offering Registration ("SCOR")
program, which permits an issuer to notify the Securities and Exchange
Commission of certain offerings registered in such states by filing a Form D
under Regulation D of the Securities and Exchange Commission. All states (with
the exception of Alabama, Delaware, Florida, Hawaii, Illinois, Minnesota,
Nebraska and New York) have adopted some form of SCOR. States participating in
the SCOR program also allow applications for registration of securities by
qualification by filing a Form U-7 with the states' securities commissions.
Nevertheless, the Company does not anticipate making any SCOR offering or other
public offering in the foreseeable future, even in any jurisdiction where it may
be eligible for participation in SCOR despite its status as a "blank check" or
"blind pool" company.
<PAGE>
The net effect of the above-referenced laws, rules and regulations will be
to place significant restrictions on the Company's ability to register, offer
and sell and/or to develop a secondary market for shares of the Company's common
stock in virtually every jurisdiction in the United States.
Management to Devote Insignificant Time to Activities of the Company.
Members of the Company's management are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business operations, the members of management
anticipate that they will devote an insignificant amount of time to the
activities of the Company, at least until such time as the Company has
identified a suitable acquisition target. There are no arrangements, agreements
or understandings between non-management shareholders and management under which
non-management shareholders may directly participate in or influence the
management of the Company's affairs. However, one of the officers and directors;
Kathleen Morrison, President and Director, is employed by Jenson Services,
consultant and shareholder of the Company. Management exercises its independent
judgement in all rights and is strictly independent. Jenson Services, Inc., a
non-management shareholder, will exercise its voting rights to continue to elect
the current directors to the Company's board.
Conflicts of Interest; Related Party Transactions.
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Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Such a transaction may occur
if management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors. A transaction
of this nature would present a conflict of interest to those parties with a
managerial position and/or an ownership interest in both the Company and the
acquired entity, and may compromise management's fiduciary duties to the
Company's stockholders. An independent appraisal of the acquired company may or
may not be obtained in the event a related party transaction is contemplated.
Furthermore, because management and/or beneficial owners of the Company's common
stock may be eligible for finder's fees or other compensation related to
potential acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions. In regard to the order of
priority for the presentation of business opportunities to management and
shareholders of the Company nd other "blank check" companies with which the
Company's Officers and Directors are affiliated; Kathleen L. Morrison, the
Company's President and Director, is also an Officer and Director of Micro-Hydro
Power, Inc., which is not presently a candidate for a business transaction. All
other positions held in blank check companies by Officers and Directors have
been resigned. As a consultant, Jenson Services, Inc., provides a checklist of
material facts on available companies for a merger and then leaves the ultimate
decision up to the private company.
Voting Control. Due to its ownership of a majority of the shares of the
Company's outstanding common stock, Jenson Services, Inc. has the ability to
elect all of the Company's directors, who in turn elect all executive officers,
without regard to the votes of other stockholders.
No Market for Common Stock; No Market for Shares. The Company's common
stock is currently listed in the "pink sheets" of the National Quotation Bureau,
Inc. (the "NQB") and on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD"). However, there is currently no
"established trading market" for such shares; there can be no assurance that
such a market will ever develop or be maintained. Any market price for shares of
common stock of the Company is likely to be very volatile, and numerous factors
beyond the control of the Company may have a significant effect. In addition,
the stock markets generally have experienced, and continue to experience,
extreme price and volume fluctuations which have affected the market price of
many small capital companies and which have often been unrelated to the
operating performance of these companies. These broad market fluctuations, as
well as general economic and political conditions, may adversely affect the
market price of the Company's common stock in any market that may develop.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny
<PAGE>
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) is an
issuer 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.
There has been no "established public market" for the Company's common
stock during the past five years. At such time as the Company completes a merger
or acquisition transaction, if at all, it may attempt to qualify for listing on
either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the "Electronic Bulletin Board"
of the National Association of Securities Dealers, Inc. (the "NASD").
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-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."
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-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.
Principal Products and Services.
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The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activity to be conducted by
the Company is to maintain its good standing in the State of Utah and to seek
out and investigate the acquisition of any viable business opportunity by
purchase and exchange for securities of the Company or pursuant to a
reorganization or merger through which securities of
<PAGE>
the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
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Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
Competitive Business Conditions.
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There are literally thousands of "blank check" companies engaged in
endeavors similar to those engaged in by the Company; many of these companies
have substantial current assets and cash reserves. Competitors also include
thousands of other publicly-held companies whose business operations have proven
unsuccessful, and whose only viable business opportunity is that of providing a
publicly-held vehicle through which a private entity may have access to the
public capital markets. There is no reasonable way to predict the competitive
position of the Company or any other entity in the strata of these endeavors;
however, the Company, having no assets and no cash reserves, will no doubt be at
a competitive disadvantage in competing with entities which have recently
completed IPO's, have cash resources and have limited operating histories when
compared with the history and past failures of the Company.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
- -------------------------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- --------------------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
- -------------------------------------------------------------------------------
None; not applicable.
<PAGE>
Need for any Governmental Approval of Principal Products or Services.
- ------------------------------------------------------------------------------
On the effectiveness of the Company's Registration Statement on Form 10-SB,
the Company will be subject to Regulation 14A regarding proxy solicitations
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Section 14(a) of the 1934 Act
requires all companies with securities registered pursuant to Section 12(g)
thereof to comply with the rules and regulations of the Securities and Exchange
Commission regarding proxy solicitations outlined in Regulation 14A. Matters
submitted to stockholders of the Company at a special or annual meeting thereof
or pursuant to a written consent shall require the Company to provide its
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14; preliminary copies of this information must be submitted to the Securities
and Exchange Commission at least 10 days prior to the date that definitive
copies of this information are forwarded to stockholders.
Management intends to conduct a full evaluation of the worthiness of any
business proposal presented to it; nonetheless, it believes this process may
provide additional time within which to evaluate any business proposal presented
to it, and may eliminate proposals from entities not willing to undergo the
public and agency scrutiny involved in providing and filing information required
under Regulation 14. Management recognizes that this filing process may deter
other potential business venturers by reason of their inability to predict the
timeliness of their potential acquisition, reorganization or merger due to the
uncertainty related to the time involved in reviewing Regulation 14A filings by
the Securities and Exchange Commission; however, acquisitions or reorganizations
not requiring stockholder approval may be completed by management, in its sole
discretion, with the submission by management of an Information Statement
pursuant to Regulation 14C outlining any remedial proposals attendant to any
such acquisition or reorganization, including changing the name of the Company
or increasing or decreasing the number of authorized or outstanding shares of
the Company's common stock.
Costs associated with filings required by the Company under Section 12(g)
of the 1934 Act and Regulation 14A of the Securities and Exchange Commission
will have to be advanced by management, the Company's principal stockholders or
any potential business venturer, and may further dilute the interest of the
public stockholders. In the case of a merger requiring prior stockholder
approval and the submission of financial statements of the Company and other
party or parties to the merger, legal and accounting costs will be significantly
higher, even though the adoption, ratification and the approval of any such
merger will be virtually assured if recommended by Jenson Services, Inc., the
principal stockholder of the Company.
Effect of Existing or Probable Governmental Regulations on Business.
- -------------------------------------------------------------------------------
Since the Company was initially incorporated, federal and state securities
laws, rules and regulations have made the participation in or the conducting of
an IPO substantially easier for certain small and developmental stage companies,
reducing the time constraints previously involved, the legal and accounting
costs and the financial periods required to be included in the
<PAGE>
financial statements. Rule 504 of Regulation D of the Securities and Exchange
Commission no longer requires the filing of a Registration Statement with any
state or territory as a condition to its use; however, this Rule is no longer
available to "blank check" companies. Accordingly, because the Company is
presently deemed to be a "blank check" company, this method of raising funds is
foreclosed to it. Rule 504 is also not available to "reporting issuers," which
the Company will become on the effectiveness of this Registration Statement.
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more.
A number of state securities commissions have adopted the use of Form U-7
for SCOR, which also substantially simplifies the registration process for
IPO's; Form U-7 is primarily used in connection with offerings conducted
pursuant to Rule 504 of the Securities and Exchange Commission, but is not
limited to this use. To the extent that Rule 504 and the use of SCOR are
unavailable to the Company due to its status as a "blank check" company, the use
of Form U-7 will also be unavailable in this regard.
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc., ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process and make it easier for a small business issuer to have access to the
public capital markets. The present laws, rules and regulations designed to
promote availability for the small business issuer to these capital markets and
similar laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company, and
may make the use of these companies obsolete.
Research and Development.
- ---------------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- ---------------------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------------------
Plan of Operation.
- ---------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last two calendar years. The Company's plan of
operation for the next 12 months is to maintain its good standing in the State
of Utah and to continue to seek the acquisition of assets, property or business
that may benefit the Company and its stockholders. Because the Company has
virtually no resources, management anticipates that to achieve any such
acquisition, the Company will be required to issue shares of its common stock as
the sole consideration for such acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture, which may be advanced by management or principal stockholders as loans
to the Company. Because the Company has not identified any such venture as of
the date of this Registration Statement, it is impossible to predict the amount
of any such loan. However, any such loan will not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a commercial
lender in an arms length transaction. As of the date of this Registration
Statement, the Company has not begun seeking any specific acquisition.
Because the Company is not currently making any offering of its securities,
and does not anticipate making any such offering in the foreseeable future,
management does not believe that Rule 419 promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended, concerning
offerings by blank check companies, will have any effect on the Company or any
activities in which it may engage in the foreseeable future.
Item 3. Description of Property.
- -------------------------------------
Other than cash in the amount of $1,214, the Company has no assets,
property or business; its principal executive office address and telephone
number are the business office address and telephone number of its consultant
and principal stockholder, Jenson Services, Inc., and are provided at no cost.
Because the Company has no business, its activities have been limited to keeping
itself in good standing in the State of Utah and, recently, with preparing this
Registration Statement and the accompanying financial statements. These
activities have consumed an insignificant amount of management's time;
accordingly, the costs to Jenson Services, Inc. of providing the use of its
office and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
<PAGE>
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who own
more than five percent of the Company's common stock as of November 30, 1996:
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ---------------------- ----------------------------------- --------
<S> <C> <C>
Jenson Services, Inc. 1,739,277 87%
1787 E. Fort Union
Blvd. Suite 106
Salt Lake City, UT
84121 --------- -----
1,739,277 87%
</TABLE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of November 30, 1996:
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ---------------------- ----------------------------------- ----------
<S> <C> <C>
Kathleen L. Morrison 0 0
1787 E. Ft. Union Blvd., #106
Salt Lake City, Utah 84121
Jason Osborne 0 0
269 E. Hill Ave #3
Salt Lake City, Utah 84107
Terry Hardman 0 0
2165 E. 7495 S.
Salt Lake City, Utah 84121
All directors and executive 0 0
officers as a group (3)
</TABLE>
See Item 5, Part I, below, for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.
<PAGE>
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ----------------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders (held in March of each year) or until their
successors are elected or appointed and qualified, or their prior resignation or
termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ------- ------ ---- --------------- ------------------
<S> <C> <C> <C>
Kathleen L. Morrison President July 1, 1995 *
Director
Jason Reed Osborne Vice President August 14, 1995 *
Director
Terry Hardman Secretary/ August 14, 1995 *
Treasurer
Director
</TABLE>
* These persons presently serve in the capacities indicated.
<PAGE>
Business Experience.
- --------------------
Kathleen L. Morrison, Director and President. Mrs. Morrison is 40 years
old. For the past four years, she has been the office manager for two persons,
one of which is Jenson Services, which is a consultant to and the majority
stockholder of the Company. For seven years, she was the editor of "Super
Group," a vertical market computer magazine targeting HP3000 users. Ms. Morrison
received a B.A. degree from Colorado State University in 1978.
Jason R. Osborne, Director and Vice President. Mr. Osborne is 25 years old.
For the past two and a half years, he has been a media assistant for Evans
Group. He has also served as a media buyer and media planner for Evans Group.
Mr. Osborne received a B.S. from Utah State University in 1994.
Terry Hardman, Director and Secretary/Treasurer. Ms. Hardman is 44 years
old. For the past five years, she has been the Director for IHC Neonatal
LifeFlight. Ms. Hardman received a B.S. from the College of Nursing at the
University of Utah in 1976.
Significant Employees.
- --------------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;
<PAGE>
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- ---------------------------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or Other Restricted Option/ LTIP All
Principal Periods $ $ Annual Stock SAR's Payouts Other
Position Ended Salary Bonus Compen- Awards ($) (#) ($) Compensa-
1994, ation($) tion ($)
1995 &
1996
Kathleen Morrison 0 0 0 0 0 0 0 0
President,
Director
Jason Osborne 0 0 0 0 0 0 0 0
Vice Pres.,
Director
Terry Hardman 0 0 0 0 0 0 0 0
Sec./Treas.,
Director
</TABLE>
<PAGE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ended December 31, 1995, or 1994, or the period ending on the date of this
Registration Statement. Further, no member of the Company's management has been
granted any option or stock appreciation right; accordingly, no tables relating
to such items have been included within this Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- --------------------------------------------------------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Part I, Item I of this Registration Statement.
<PAGE>
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Part I, Item 1 of this Registration Statement.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Part I, Item 1 of this Registration Statement.
Parents of the Issuer.
- ----------------------
Jenson Services, Inc., the principal stockholder, may be deemed to be a
parent of the Company. See Part I, Item 1 of this Registration Statement.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder, or any member of
the immediate family of any of the foregoing persons, had a material interest.
However, on, September 18, 1996, the Board of Directors of the Company resolved
to issue 1,650,000 post-split "unregistered" and "restricted" shares of common
stock to Jenson Services, Inc., who is a consultant to the Company, in
consideration of the sum of $2,500. See Part I, Item 1 and Part II, Item 4 of
this Registration Statement.
Item 8. Description of Securities.
- -----------------------------------
The Company has only one class of securities authorized, issued or
outstanding, that being
<PAGE>
capital stock of the Company consisting of 50,000,000 authorized shares of
one mill ($0.001) par value common stock, of which a total of 2,000,012
post-split shares are presently issued and outstanding. The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock do
not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is not
subject to redemption rights and carries no subscription or conversion rights.
In the event of liquidation of the Company, the shares of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities. All shares of the common stock now outstanding are fully paid and
non-assessable.
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change in
control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- -------------------------------------------
Market Information.
- -----------------------
The Company's common stock is currently listed in the "pink sheets" of the
NQB and the OTC Bulletin Board of the NASD under the symbol "SEUS". However,
there has been no "established trading market" for shares of the Company's
common stock during the past five years and management does not expect any such
market to develop unless and until the Company completes an acquisition or
merger. In any event, no assurance can be given that any "established trading
market" for the Company's common stock will develop or be maintained. If such a
market ever develops in the future, the sale of "unregistered" and "restricted"
shares of common stock pursuant to Rule 144 of the Securities and Exchange
Commission by Jenson Services, Inc. may have a substantial adverse impact on any
such public market. See the caption "Business" of Part I, Item 1 of this
Registration Statement.
There has been no trading of the shares of common stock of the Company
within the last calendar year.
No price data is available for the calendar year ended December 31, 1994 or
the first three quarters of 1996.
<PAGE>
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
Future sales of any of these securities or any securities of the Company
issued in any acquisition, reorganization or merger may have a future adverse
effect on any "public market" that may develop in the common stock of the
Company. See Part I, Item 1 of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's common stock as of the date
of this Registration Statement is approximately 128.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its common
stock or its previously authorized preferred stock, and does not intend to
declare dividends in the foreseeable future. The future dividend policy of the
Company cannot be ascertained with any certainty, and if and until the Company
completes any acquisition, reorganization or merger, no such policy will be
formulated. There are no material restrictions limiting, or that are likely to
limit, the Company's ability to pay dividends on its common stock.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. No federal,
state or local governmental agency is presently contemplating any proceeding
against the Company. No director, executive officer or affiliate of the Company
or owner of record or beneficially of more than five percent of the Company's
common stock is a party adverse to the Company or has a material interest
adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- -----------------------------------
Mantyla, McReynolds & Associates, Certified Public Accountants, of Salt
Lake City, Utah, is presently the Company's auditor and audited the financial
statements of the Company for the years ended December 31, 1995 and 1994.
There were no disagreements between the Company and Mantyla, McReynolds &
Associates, whether resolved or not resolved, on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved, would have caused it to make reference to
the subject matter of the disagreement in connection with its
<PAGE>
reports.
The reports of Mantyla, McReynolds & Associates do not contain any adverse
opinion or disclaimer of opinion, and are not qualified or modified as to
uncertainty, audit scope or accounting principles.
During the Company's two most recent calendar years, and since then,
Mantyla, McReynolds & Associates has not advised the Company that any of the
following exist or are applicable:
(1) That the internal controls necessary for the Company to develop
reliable financial statements do not exist, that information has come to
their attention that has led them to no longer be able to rely on
management's representations, or that has made them unwilling to be
associated with the financial statements prepared by management;
(2) That the Company needs to expand significantly the scope of its
audit, or that information has come to their attention that if further
investigated may materially impact the fairness or reliability of a
previously issued audit report or the underlying financial statements or
any other financial presentation, or cause them to be unwilling to rely
with the Company's financial statements for the foregoing reasons or any
other reason; or
(3) That they have advised the Company that information has come to
their attention that they have concluded materially impacts the fairness or
reliability of either a previously issued audit report or the underlying
financial statements for the foregoing reasons or any other reason.
During the Company's two most recent calendar years and since then,
the Company has not consulted Mantyla, McReynolds & Associates regarding
the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered
on the Company's financial statements or any other financial presentation
whatsoever.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
On September 18, 1996, the Company's Board of Directors unanimously
voted to issue 1,650,000 "unregistered" and "restricted" shares of common
stock to Jenson Services, Inc. in consideration of the sum of $2,500. These
shares are fully-paid and were issued to Jenson Services, Inc. on or about
September 18, 1996. See Part I, Item 1 of this Registration Statement.
Management believes that Jenson Services, Inc. is an "accredited
investor" as that term is defined under applicable federal and state
securities laws, rules and regulations. Further, Jenson Services, Inc. is a
consultant to the Company and had access to all material information
regarding the Company prior to the offer or sale of these securities. The
offers and sales of these securities are believed to have been exempt from
the registration requirements of Section 5 of the Securities
<PAGE>
Act of 1933 pursuant to Section 4(2) thereof, and from similar states'
securities laws, rules and regulations requiring the offer and sale of
securities by available state exemptions from such registration.
Item 5. Indemnification of Directors and Officers.
- ----------------------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner
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,
had no reasonable cause to believe his or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a
director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which
the director was adjudged liable on the basis that he or she improperly
received a personal benefit. Otherwise, Section 16-10a-902(5) allows
indemnification for reasonable expenses incurred in connection with a
proceeding by or in the right of a corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905
authorizes a director to apply for indemnification to the court conducting
the proceeding or another court of competent jurisdiction. Section
16-10a-907(1) extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a
party against reasonable expenses incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a written affirmation of his or her good faith belief that
he or she has met the standard of conduct specified in Section 16-10a-902.
Unless limited by the Articles of Incorporation, Section 16- 10a-907(2)
extends this protection to officers, employees, fiduciaries and agents of a
corporation as well.
Regardless of whether a director, officer, employee, fiduciary or
agent has the right to indemnity under the Utah Revised Business
Corporation Act, Section 16-10a-908 allows the corporation to purchase and
maintain insurance on his or her behalf against liability resulting from
his or her corporate role.
Article VIII of the Company's Articles of Incorporation provides for
the mandatory indemnification and reimbursement of any director or
executive officer for actions or omissions in such capacity, except for
claims or liabilities arising out of his or her own negligence or willful
misconduct.
<PAGE>
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
(i) Audited Financial Statements
December 31, 1995 and 1994
--------------------------
Balance Sheet, December 31, 1995 and 1994
Statements of Stockholders' Deficit for the years ended December 31, 1995
and 1994
Statements of Operations for the years ended December 31, 1995 and 1994
Statements of Cash Flows for the years ended December 31, 1995 and 1994
Notes to Financial Statements
(ii) Unaudited Financial Statements
September 30, 1996
-----------------
Balance Sheet, September 30, 1996
Statements of Operations
for the nine months ended September 30, 1996
Statements of Cash Flows for the
nine months ended September 30, 1996
PART III
Item 1. Index to Exhibits.
- -------------------------------
<PAGE>
The following exhibits are filed as a part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ---------------
<S> <C>
3.1 Articles of Incorporation*
3.2(i) Articles of Amendment to Articles of
Incorporation, filed on July 16, 1985*
3.2(ii) Articles of Amendment to Articles of
Incorporation, filed on October 5, 1995*
3.3 Bylaws, dated May 15, 1996*
3.3(i) Amendment to Bylaws, dated October 11, 1996*
99 Offering Circular*
</TABLE>
* Summaries of all exhibits contained within this Registration Statement
are modified in their entirety by reference to these Exhibits.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
SEAFOODS PLUS, LTD.
Date:By/S/3-31-97 By /s/Kathleen L. Morrison
------------------------------------------------
Kathleen Morrison, Director and President
Date:By/S/3-30-97 By /s/Jason R. Osborne
------------------------------------------------
Jason Reed Osborne, Director and Vice President
Date:By/S/3-31-97 By /s/Terry Hardman
------------------------------------------------
Terry Hardman, Director and Secretary/Treasurer
<PAGE>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Independent Auditors' Report
and
Financial Statements
December 31, 1995 and 1994
<PAGE>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Table of Contents
Page
Independent Auditors' Report 1
Balance Sheets - December 31, 1995 and 1994 2
Statement of Stockholders' Equity for the Period from
Inception [August 11, 1983] through December 31, 1995 3-4
Statements of Operations for the Years Ended December 31, 1994 and December 31,
1995, and for the Period from Inception [August 11, 1983] through December 31,
1995 5
Statements of Cash Flows for the Years Ended December 31, 1994 and December 31,
1995, and for the Period from Inception [August 11, 1983] through December 31,
1995 6
Notes to Financial Statements 7-8
<PAGE>
MANTYLA, McREYNOLDS & ASSOCIATES
A Professional Corporation
Board of Directors and Stockholders
Seafoods Plus, LTD.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Seafoods Plus, LTD. [a
development stage, Utah corporation] as of December 31, 1995 and December 31,
1994, and the related statements of stockholders' equity, operations, and cash
flows for the years ended December 31, 1995 and December 31, 1994. 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 audit. The financial statements of Seafoods Plus, LTD. for the period from
inception [August 11, 1983] to December 31, 1988, were audited by other auditors
whose report dated March 13, 1989 expressed an unqualified opinion on those
statements. Seafoods Plus, LTD. had no material business activity for the period
from January 1, 1989 through December 31, 1994.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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 Seafoods Plus, LTD. as of
December 31, 1995, and December 31, 1994, and the results of its operations and
its cash flows for the years ended December 31, 1995 and December 31, 1994 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
Seafoods Plus, LTD. will continue as a going concern. As discussed in note D to
the financial statements, the Company has accumulated losses from inception
totaling $38,607 and presently has no prospects for commencing operations or
generating revenue. These issues raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in note D. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.
/s/ MANTYLA, McREYNOLDS & ASSOCIATES
January 25, 1996
Salt Lake City, Utah
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
A Development Stage Company]
Balance Sheets
December 31, 1995 and 1994
1995 1994
<S> <C> <C> <C> <C> <C>
ASSETS
Cash - note B $ 1,221 -0-
----------------------------
TOTAL ASSETS $ 1,221 -0-
============================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 401 -0-
Income taxes payable - notes A & C 100 703
----------------------------
TOTAL LIABILITIES 501 703
STOCKHOLDERS' EQUITY
Capital stock - 50,000,000 shares authorized at $0.001 par;
2,000,012 shares issued and outstanding at
12/31/95; 350,012 shares issued and
outstanding at 12/31/94 - note E 2,000 350
Additional paid-in capital 37,327 28,977
Deficit accumulated during development stage (38,607) (30,030)
----------------------------
TOTAL STOCKHOLDER'S EQUITY 720 (703)
----------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY $ 1,221 -0-
============================
See accompanying notes to financial statements
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statement of Stockholders' Equity
For the Period from Reactivation [December 31, 1994] through December 31, 1995
Deficit
Accumulated
Additional During Total
Common Paid-in Development Stockholders'
Stock Capital Stage Equity
<S> <C> <C> <C> <C>
Balance, December 31, 1993 $ 350 $28,977 $(30,030) $ (703)
Net loss for the year ended
December 31, 1994 -0- -0- -0- -0-
---------- -------- ------------ ---------
Balance, December 31, 1994 350 28,977 (30,030) (703)
Issued 1,650,000 shares for cash 1,650 8,350 -0- 10,000
Net loss for the year ended
December 31, 1995 -0- -0- (8,577) (8,577)
---------- -------- --------- ---------
Balance, December 31, 1995 $ 2,000 $37,327 $(38,607) $ 720
========== ======== ========= ========
See accompanying notes to financial statements
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Operations
For the Years Ended December 31, 1995 and 1994, and
for the Period from Reactivation [December 31, 19941 through December 31, 1995
For the Period
For the Year Ended For the Year Ended From Reactivation to
December 31, 1994 December 31, 1995 December 31, 1995
---------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $ -0- $ -0- $ -0-
Expenses $ -0- 8,477 8,477
------------- ----------- -----------------
Loss Before Income Tax $ -0- (8,477) (8,477)
Income taxes- notes A & C $ -0- 100 100
------------- ----------- -----------------
Net Loss $ -0- $ (8,577) (8,577)
============= =========== =================
Net Loss Per Share $ -0- $ (0.01) $ (0.01)
============= =========== =================
Weighted Average
Shares Outstanding 350,012 517,272 517,272
============= =========== =================
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended December 31, 1995 and 1994, and
for the Period from Reactivation [December 31, 1994] through December 31, 1995
For the Period
For the Year Ended For the Year Ended from Reactivation to
December 31, 1994 December 31, 1995 December 31, 1995
<S> <C> <C> <C>
Cash Flows From Operating Activities
------------------------------------
Net Loss $ -0- $ (8,577) $ (8,577)
Adjustments to reconcile net income to net
cash provided by operating activities:
Increase/(decrease) in:
Accounts payable -0- 401 401
Income taxes payable -0- (603) 603
--------------- ------------- ------------
Net Cash Used For Operating Activities -0- (8,779) (8,779)
--------------- ------------- ------------
Cash Flows From Financing Activities
------------------------------------
Issuance of common stock -0- 10,000 10,000
--------------- ------------- ------------
Net Cash Provided By Financing Activities -0- 10,000 10,000
--------------- ------------- ------------
Net Increase in Cash -0- 1,221 1,221
Beginning Cash Balance -0- -0- -0-
--------------- ------------- ------------
Ending Cash Balance $ -0- $ 1,221 $ 1,221
=============== ============= ============
Supplemental Disclosure of Cash Flow Information:
- -------------------------------------------------
Cash paid for the period for interest $ -0- $ -0- $ -0-
Cash paid for the period for income taxes $ -0- $ 790 $ 790
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
SEAFOODS PLUS, LTD.
Notes to Financial Statements
December 31, 1995
NOTE A Summary of Significant Accounting Policies
Company Background
The Company originally incorporated under the laws of the State
of Utah on August 11, 1983 using the name Communitra Energy,
Inc., with a stated principal business activity of investing in
oil, gas and mineral leases, and/or products. By agreement of the
shareholders of the Company on July 16, 1985, the name of the
Company officially changed to Seafoods Plus, LTD. and expanded
the purpose of the Company to include the processing and canning
of seafoods.
Seafoods Plus, LTD., a development stage company, has yet to
commence its planned principal operations and has been in an
essentially dormant status for the last eight years.
Income Taxes
In February 1992, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) No. 109,
"Accounting For Income Taxes," which is effective for fiscal
years beginning after December 15, 1992. SFAS No. 109 requires
the asset and liability method of accounting for income taxes.
The asset and liability method requires that the current or
deferred tax consequences of all events recognized in the
financial statements are measured by applying the provisions of
enacted tax laws to determine the amount of taxes payable or
refundable currently or in future years. The Company adopted SFAS
No. 109 for financial reporting purposes in 1993. See note C
below.
NOTE B Cash
Cash is comprised of cash on deposit in the trust account of the
corporate attorney.
NOTE C Change in Accounting Principle -- Accounting for Income
Taxes
During 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." The
cumulative effect of this change in accounting for income taxes
as of January 1, 1993 is $0, due to operating losses carried
forward from prior years and unlikely nature of future earnings.
For the years ended December 31, 1993, 1994 and 1995, the Company
had no significant income tax expenses due to operating losses
during those periods. Any deferred tax benefit arising from the
operating losses carried forward would be offset entirely by a
valuation allowance since it is not likely that the Company will
be sufficiently profitable in the future to take advantage of the
losses carried forward. The Company has no timing differences.
The amount shown on the balance sheet for income taxes payable
represents the annual minimum amount due to the State of Utah.
6
<PAGE>
NOTE D Liquidity
The Company has accumulated losses from inception totaling
$38,607, nominal assets and no operations at December 31, 1995.
Financing for the Company's limited activities to date has been
primarily provided by borrowing from shareholders and the
issuance of common stock. The Company's ability to achieve a
level of profitable operations and/or additional financing
impacts the Company's ability to continue as it is presently
organized. Management is currently seeking a well-capitalized
merger candidate in order to recommence its operations. Should
management be unsuccessful in its merger activities, it will have
a material adverse effect of the Company.
NOTE E Stock-Split
The Company filed Articles of Amendment to the Articles of
Incorporation of Seafoods Plus, LTD with the State of Utah,
Department of Commerce on October 5, 1995 which included
provisions for a reverse split of the outstanding shares of
common stock at the ratio of one new share for every 16.17 shares
issued and outstanding as of September 5, 1995, [the date of
adoption by the stockholders at a meeting held on that same date]
reducing the outstanding shares to 350,000, provided that no
stockholder's holdings shall be reduced to less than one share as
a result of the reverse split, with all fractional shares being
rounded up to the nearest whole share. The rounding resulted in
350,012 shares of stock outstanding after the reverse split. All
disclosures in the financial statements, with respect to the
number of shares outstanding, are presented in post-split
denominations.
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
BALANCE SHEETS
September 30, 1996 and December 31, 1995
09/30/96 12/31/95
-------------- -------------
[Unaudited]
<S> <C> <C> <C> <C>
ASSETS
Assets
Cash - note B $ 1,214 $ 1,221
-------------- -------------
TOTAL ASSETS $ 1,214 $ 1,221
============== =============
LIABILITIES & EQUITY
LIABILITIES
Current Liabilities
Accounts Payable $ 401 $ 401
Loans from stockholders - note E 3,155 0
Income taxes payable 100 100
-------------- -------------
Total Current Liabilities 3,656 501
-------------- -------------
TOTAL LIABILITIES 3,656 501
EQUITY
Capital Stock - 50,000,000 shares authorized at $0.001 par;
2,000,012 post-split shares issued
and outstanding at 12/31/94 - note E 2,000 2,000
Paid-in Capital 37,327 37,327
Accumulated Deficit (41,769) (38,607)
-------------- -------------
TOTAL EQUITY (2,442) 720
-------------- -------------
TOTAL LIABILITIES & EQUITY $ 1,214 $ 1,221
============== =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
STATEMENTS OF CASH FLOWS
For the Nine-Month Period Ended September 30, 1996 and September 30, 1995
Nine Months Nine Months
Ended Ended
09/30/96 09/30/95
------------- -------------
[Unaudited] [Unaudited]
<S> <C> <C> <C> <C>
Cash Flows Used For Operating Activities
- -----------------------------------------------
Net Loss $ (3,163) $ (8,249)
Adjustments to reconcile net loss to net cash
used in operating activities: 0 0
Increase/(Decrease) in franchise taxes payable 0 0
------------- -------------
Net Cash Used For Operating Activities (3,163) (8,249)
Cash Flows Provided by Financing Activities
- -----------------------------------------------
Loans from stockholders 3,156 0
Issuance of Common Stock 0 10,000
------------- -------------
Net Cash Provided by Financing Activities 3,156 10,000
Net Increase/(Decrease) In Cash (7) 1,751
Beginning Cash Balance 1,221 0
------------- -------------
Ending Cash Balance $ 1,214 $ 1,751
============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
STATEMENTS OF OPERATIONS
For the Three-Month and Nine-Month Periods Ended September 30, 1996 and September 30, 1995
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
09/30/96 09/30/95 09/30/96 09/30/95
------------- ------------- -------------- --------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Income $ 0 $ 0 $ 0 $ 0
------------- ------------- -------------- --------------
NET REVENUE 0 0 0 0
OPERATING EXPENSES
Office Expenses 15 929 1,089 929
Professional Fees 968 7,500 2,074 7,500
------------- ------------- -------------- --------------
TOTAL OPERATING EXPENSES 941 8,429 3,163 8,429
------------- ------------- -------------- --------------
NET INCOME/(LOSS) $ (941) $ (8,429) $ (3,163)$ (8,249)
============= ============= ============== ==============
NET LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01)$ (0.01)
============= ============= ============== ==============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 2,000,012 350,012 2,000,012 350,012
============= ============= ============== ==============
</TABLE>
<PAGE>
SEAFOODS PLUS, LTD.
Notes to Financial Statements
September 30, 1996
(Unaudited)
NOTE A Summary of Significant Accounting Policies
Company Background
The Company originally incorporated under the laws of the State
of Utah on August 11, 1983 using the name Communitra Energy, Inc., with
a stated principal business activity of investing in oil, gas and
mineral leases, and/or products. By agreement of the shareholders of the
Company on July 16, 1985, the name of the Company officially changed to
Seafoods Plus, LTD. and expanded the purpose of the Company to include
the processing and canning of seafoods.
Seafoods Plus, LTD., a development stage company, has yet to commence
its planned principal operations and has been in an essentially dormant
status for the last eight years.
Income Taxes
In February 1992, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) No. 109,
"Accounting For Income Taxes," which is effective for fiscal years
beginning after December 15, 1992. SFAS No. 109 requires the asset and
liability method of accounting for income taxes. The asset and liability
method requires that the current or deferred tax consequences of all
events recognized in the financial statements are measured by applying
the provisions of enacted tax laws to determine the amount of taxes
payable or refundable currently or in future years. The Company adopted
SFAS No. 109 for financial reporting purposes in 1993. See note C below.
Interim Financials
These interim financial statements contain all adjustments
necessary to fairly present the interim results. All such adjustments
are of a normal recurring nature.
NOTE B Cash is comprised of cash on deposit in the trust account of
the corporate attorney.
<PAGE>
NOTE C Change in Accounting Principle -- Accounting for Income
Taxes
During 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." The
cumulative effect of this change in accounting for income taxes
as of January 1, 1993 is $0, due to operating losses carried
forward from prior years and unlikely nature of future earnings.
For the years ended December 31, 1993, 1994 and 1995, the Company
had no significant income tax expenses due to operating losses
during those periods. Any deferred tax benefit arising from the
operating losses carried forward would be offset entirely by a
valuation allowance since it is not likely that the Company will
be sufficiently profitable in the future to take advantage of the
losses carried forward. The Company has no timing differences.
The amount shown on the balance sheet for income taxes payable
represents the annual minimum amount due to the State of Utah.
NOTE D Liquidity
The Company has accumulated losses from inception totaling
$41,769 at September 30, 1996. Financing for the Company's
limited activities to date has been primarily provided by
borrowing from shareholders and the issuance of common stock. The
Company's ability to achieve a level of profitable operations
and/or additional financing impacts the Company's ability to
continue as it is presently organized. Management is currently
seeking a well-capitalized merger candidate in order to commence
its operations.
NOTE E Loans from Stockholders
The Company has received unsecured advances from a shareholder in
order to maintain its limited operations. These non-interest
bearing advances are due upon demand.
<PAGE>
ARTICLES OF INCORPORATION
OF
COMMUNITRA ENERGY, INC.
We, the undersigned natural persons of the age of twenty-one years or more,
acting as incorporators of the corporation under the provisions of the Utah
Business Corporation Act (here- inafter called the "Act ), do hereby adopt the
following Articles of Incorporation for such Corporation.
ARTICLE I
Name. The name of the Corporation (hereinafter called the
"Corporation") is COMMUNITRA ENERGY, INC.
ARTICLE II
Period of Duration. The period of duration of the Corporation is perpetual.
ARTICLE III
Purposes and Powers. The purpose for which this Corporation is organized is
to invest in all forms of investments, including real and personal property,
stocks and bonds, including, but not limited to, minerals and oil, and to
acquire options to purchase such properties, and to engage in all other lawful
business.
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue
50,000,000 (fifty million) shares of stock each have a par value of one-tenth of
one cent ($0.001). All stock of the Corporation shall be of the same class and
shall have the same rights and preferences. Fully paid stock of this Corporation
shall not be liable for further call or assessment. The authorized trading
shares shall be issued at the discretion of the Directors.
ARTICLE V
Incorporators. The name and post office address of each incorporator is:
Ernest B. Hewlett
740 East 3900 South
Salt Lake City, Utah 84107
Mark Lindsey
809 Grandridge
Salt Lake City, Utah 84111
David M. Hoggan
1371 Skyview Drive
Salt Lake City, Utah 84117
<PAGE>
ARTICLE VI
Directors. The Corporation shall be governed by a Board of Directors
consisting of no less than three (3) and no more than nine (9) directors.
Directors need not be stockholders of the Corporation. The number of Directors
constituting the intital Board of Directors is three (3) and the names and post
office addresses of the persons who shall serve as Directors until their
successors are elected and qualified are:
Ernest B. Hewlett
740 East 3900 South
Salt Lake City, Utah 84107
Mark Lindsey
809 Grandridge
Salt Lake City, Utah 84111
David M. Hoggan
1371 Skyview Drive
Salt Lake City, Utah 84117
ARTICLE VII
Commencement of Business. The Corporation shall not commence business until
at least One Thousand Dollars ($1,000) has been received by the Corporation as
consideration for the issuance of its shares.
ARTICLE VIII
Preemptive Rights. There shall be no preemptive rights to acquire unissued
and/or treasury shares of the stock of the Corporation.
<PAGE>
ARTICLE IX
Voting of Shares. Each outstanding share of common stock of the Corporation
shall be entitled to one vote one each matter submitted to a vote at the meeting
of the stockholders. Each stockholder shall be entitled to vote his or its
shares in person or by proxy, executed in writing by such stockholders, or by
his duly authorized attorney-in-fact. At each election of Directors, every stock
holder entitled to vote in such election shall have the right to vote, in person
or by proxy, the number of shares owned by him or it for as many persons as
there are Directors to be elected and for whose election he or it has the right
to vote, but the Shareholder shall have no right to accumulate his or its votes
with regard to such election. ARTICLE X Initial Registered Office and Initial
Registered Agent. The address of the initial registered office of the
Corporation is 740 East 3900 South, Salt Lake City, Utah 84107, and the initial
Registered Agent at such office is Ernest B. Hewlett.
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
On the ___ day of __________, 1983, personally appeared before me ERNEST B.
HEWLETT, MARK LINDSEY and DAVID M. HOGGAN who duly acknowledged to me that they
are the persons who signed the foregoing Articles of Incorporation as
incorporators and that they have read the foregoing Articles of Incorporation
and know the contents thereof, and that the same is true of their knowledge as
to those matters upon which they operate on information and belief, and as to
those matters believe them to be true.
/s/ Ernest B. Hewlett
ERNEST B. HEWLETT
/s/ Mark Lindsey
MARK LINDSEY
/s/ David M. Hoggan
DAVID M. HOGGAN
SUBSCRIBED AND SWORN TO before me this 10th day of August, 1983.
/s/ Virginia McBeth
NOTARY PUBLIC
Residing at Salt Lake City, Utah
My Commission Expires:
July 15, 1985
<PAGE>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
COMMUNITRA ENERGY, INC
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, the undersigned corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is Communitra Energy, Inc.
SECOND: The following amendments to the Articles of Incorporation of
Communitra Energy, Inc. were duly adopted by the shareholders of the corporation
at a meeting held July 16, 1985, in the manner prescribed by the Utah Business
Corporation Act, to-wit:
ARTICLE I - NAME
The name of this corporation is SEAFOODS PLUS, LTD.
ARTICLE III - PURPOSES
a. To process, can, market and distribute fresh seafoods.
<PAGE>
b. To acquire by purchase, exchange, gift, bequest, subscription or
otherwise, and to hold, own, mortgage, pledge, hypothecate, sell, assign,
transfer, exchange or otherwise dispose of or deal in or with its own
corporate securities or stock or other securities, including without
limitations, any shares of stock, bonds, debentures, notes, mortgages, or
other obligations, and any property or assets created or issued by any
person, firm, association, or corporation, or any government or
subdivisions, agencies or instrumentalities thereof; to make payment
thereof; its own securities or to use its unrestricted and unreserved
earned surplus for the purchase of its own shares, and to exercise as owner
or holder of any securities, any and all rights, powers and privileges in
respect thereof.
c. To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more
of the subjects herein enumerated, or which may at any time appear
conducive to or expedient for protection or benefit of this corporation,
and to do said acts as fully and to the same extent as natural persons
might, or could do, in any part of the world as principals, agents,
partners, trustees or otherwise, either alone or in conjunction with any
other person, association or corporation.
d. The foregoing clauses shall be construed both as purposes and
powers and shall not be held to limit or restrict in any manner the general
powers of the corporation, and the enjoyment and exercise thereof, as
conferred by the laws of the State of Utah; and it is the intention that
the purposes and powers specified in each of the paragraphs of this Article
III shall be regarded as independent purposes and powers.
THIRD: The number of shares of the corporation outstanding at the time of
the adoption of such amendments was 6,775,000, and the number entitled to vote
thereon was 6,775,000. FOURTH: The designation and number of outstanding shares
of each class entitled to vote thereon as a class were as follows, to-wit:
CLASS NUMBER OF SHARES
Common 6,775,000
FIFTH: The number of shares voted for such amendments was 3,429,750, with
none opposing and None abstaining.
SIXTH: These amendments do not provide for any exchange, reclassification
or cancellation of issued shares.
IN WITNESS WHEREOF, the undersigned President and Secretary, having been
thereunto duly authorized have executed the foregoing Articles of Amendment for
the corporation under the penalties of perjury this 16th day of July, 1985.
COMMUNITRA ENERGY, INC.
By /s/ JANNETTE NIKAS, PRESIDENT
Jannette Nikas, President
Attest:
/s/ Sheryl Olsen
Sheryl Olsen, Secretary
<PAGE>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
SEAFOODS PLUS, LTD.
Pursuant to the provisions of Section 16-1Oa-1006 of the Utah Revised
Business Corporation Act, the undersigned corporation hereby adopts the
following Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is Seafoods Plus, Ltd.
SECOND: The following amendment to the Articles of Incorporation of
Seafoods Plus, Ltd. was duly adopted by the stockholders of the corporation at a
meeting held on September 5, 1995, in the manner prescribed by the Utah Revised
Business Corporation Act and for the purpose of reflecting a reverse split of
the corporation's stock:
NOW, THEREFORE, be it RESOLVED, that the present issued and outstanding
common stock of Seafoods Plus, Ltd., a Utah corporation, be subject to a reverse
split at the ratio of one new share for every 16.17 shares issued and
outstanding as of September 5, 1995, reducing the outstanding shares to 350,000,
provided that no stockholder's holdings shall be reduced to less than one share
as a result of said reverse split, with all fractions being rounded up to the
nearest whole share, and further provided that certain principal stockholders
who have agreed to deliver up to 1000 shares to cover any rounding do in fact
deliver such shares for cancellation, and retaining the authorized shares at
50,000,000 and the par value at one mill ($0.001) per share, with appropriate
adjustments being made in the additional paid in capital and stated capital
accounts of the Company.
THIRD: With the exception that every 16.17 presently outstanding shares
shall be converted to one outstanding post-split share pursuant to the foregoing
reverse split, the foregoing amendment does not provide for any exchange,
reclassification or cancellation of issued shares.
<PAGE>
FOURTH: This amendment was adopted by the stockholders at a meeting held
September 5, 1995.
FIFTH: This amendment was not adopted by the incorporators or the Board of
Directors without stockholder action.
SIXTH: (a) (i) The designation and number of outstanding pre-split shares
were as follows:
CLASS NUMBER OF SHARES
Common 5,658,250
(a)(2) The number of outstanding pre-split shares entitled to vote for the
amendment was as follows:
CLASS NUMBER OF SHARES
Common 3,838,250
2,008,500 voting shares were represented at the meeting of stockholders.
(b) The number of shares voted for such amendments was 2,008,500, with none
opposing and none abstaining.
IN WITNESS WHEREOF, the undersigned President and Secretary, having been
thereunto duly authorized, have executed the foregoing Articles of Amendment for
the corporation under the penalties of perjury this 18 day of September, 1995.
SEAFOODS PLUS, LTD.
By /s/ KATHLEEN L. MORRISON
Kathleen L. Morrison,
President
Attest:
/s/ TERRY HARDMAN
Terry Hardman, Secretary
<PAGE>
ACTION BY UNANIMOUS CONSENT OF THE
BOARD OF DIRECTORS OF
SEAFOODS PLUS, LTD.
The undersigned, being all of the duly elected and incumbent directors of
Seafoods Plus, Ltd., a Utah corporation, acting pursuant to Section 16-1Oa-821
of the Utah Revised Business Corporation Act, do hereby unanimously consent to
and adopt the following resolutions, effective the date hereof unless indicated
otherwise.
RESOLVED, that the form of Bylaws attached hereto be and they
hereby are adopted and ratified as the Bylaws of the Company.
Date: 5/15/96 /s/ KATHLEEN L. MORRISON
Date: 5/15/96 /s/ JASON R. OSBORNE
Date: 5/15/96 /s/ TERRY HARDMAN
<PAGE>
BYLAWS
OF
SEAFOODS PLUS, LTD.
ARTICLE I
OFFICES
Section 1.01 Location of Office. The corporation may maintain such offices
within or without the State of Utah as the Board of Directors may from time to
time designate or require.
Section 1.02 Principal Office. The address of the principal office of the
corporation shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant Governor/Secretary of State of
the state of incorporation, or at such other address as the Board of Directors
shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.0 Annual Meeting. The annual meeting of the shareholders shall be
held in May of each year or at such other time designated by the Board of
Directors and as is provided for in the notice of the meeting, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors shall not be held on the day
designated for the annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the shareholders may be
called at any time by the chairman of the board, the president, or by the Board
of Directors, or in their absence or disability, by any vice president, and
shall be called by the president or, in his or her absence or disability, by a
vice president or by the secretary on the written request of the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.
Section 2.03 Place of Meetings. The Board of Directors may designate any
place, either within or without the state of incorporation, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting. If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall
be at the principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary, if
any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the shareholders (whether annual or special), to be mailed at least
ten (10) days, but not more than fifty (50) days, prior to the meeting, to each
shareholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice of any
meeting of shareholders (however called or noticed, whether or not called or
noticed and whether before, during, or after the meeting), by signing a written
waiver of notice or a consent to the holding of such meeting, or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.
<PAGE>
Section 2.06 Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any annual meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the corporation may provide
that the share transfer books shall be closed, for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, but not for a
period exceeding fifty (50) days. If the share transfer books are closed for the
purpose of determining shareholders entitled to notice of or to vote at such
meeting, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
In lieu of closing the share transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty (50) and, in case of a meeting
of shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting or
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 Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof. Failure to comply
with this Section shall not affect the validity of any action taken at a meeting
of shareholders.
Section 2.07 Voting Lists. The officer or agent of the corporation having
charge of the share transfer books for shares of the corporation shall make, at
least ten (10) days before each meeting of the shareholders, a complete list of
the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of, and the number of shares
held by each, which list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder during the whole time of the meeting.
The original share transfer book shall be prima facia evidence as to the
shareholders who are entitled to examine such list or transfer books, or to vote
at any meeting of shareholders.
Section 2.08 Quorum. One-half of the total voting power of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the shareholders. If a quorum is
present, the affirmative vote of the majority of the voting power represented by
shares at the meeting and entitled to vote on the subject shall constitute
action by the shareholders, unless the vote of a greater number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the Articles of Incorporation. If less than one-half of the outstanding
voting power is represented at a meeting, a majority of the voting power
represented by shares so present 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 as originally noticed.
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Section 2.09 Voting of Shares. Each outstanding share of the corporation
entitled to vote shall be entitled to one vote on each matter submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are determined and specified as greater
or lesser than one vote per share in the manner provided by the Articles of
Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders, each shareholder
entitled to vote shall be entitled to vote in person or by proxy; provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing such proxy to act shall have been executed in writing by the
registered holder or holders of such shares, as the case may be, as shown on the
share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have expressly
empowered the pledge to vote thereon, in which case the pledge, or his or her
proxy, may represent such shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any action required
to be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The property, affairs, and business of the
corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.
Section 3.02 Number, Term, and Qualifications. The Board of Directors shall
consist of three to nine persons. Increases or decreases to said number may be
made, within the numbers authorized by the Articles of Incorporation, as the
Board of Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be made upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation. Each
<PAGE>
director shall hold office until the next annual meeting of shareholders of the
corporation and until his or her successor shall have been elected and shall
have qualified. Directors need not be residents of the state of incorporation or
shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of electing the entire
number of directors annually, the Board of Directors may provide that the
directors be divided into either two or three classes, each class to be as
nearly equal in number as possible, the term of office of the directors of the
first class to expire at the first annual meeting of shareholders after their
election, that of the second class to expire at the second annual meeting after
their election, and that of the third class, if any, to expire at the third
annual meeting after their election. At each annual meeting after such
classification, the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the second succeeding annual meeting, if there be two classes, or until the
third succeeding annual meeting, if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately following, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide by resolution the time and place, either within or without the state
of incorporation, for the holding of additional regular meetings without other
notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the president, vice president, or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of the Board of
Directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the Board of
Directors may participate in a meeting of the Board of Directors or a committee
of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at least
ten (10) days prior thereto by written notice delivered personally or mailed to
each director at his or her regular business address or residence, or by
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, with postage thereon prepaid. If notice
be given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director may waive notice of
any meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall constitute
a quorum for the transaction of business or any meeting of the Board of
Directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
<PAGE>
Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, and the individual directors shall have no power as such.
Section 3.10 Vacancies and Newly Created Directorship. If any vacancies
shall occur in the Board of Directors by reason of death, resignation or
otherwise, or if the number of directors shall be increased, the directors then
in office shall continue to act and such vacancies or newly created
directorships shall be filled by a vote of the directors then in office, though
less than a quorum, in any way approved by the meeting. Any directorship to be
filled by reason of removal of one or more directors by the shareholders may be
filled by election by the shareholders at the meeting at which the director or
directors are removed.
Section 3.11 Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.12 Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent shall be entered in the minutes of the meeting, unless he or
she shall file his or her written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof, or shall forward
such dissent by registered or certified mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
Section 3.13 Resignations. A director may resign at any time by delivering
a written resignation to either the president, a vice president, the secretary,
or assistant secretary, if any. The resignation shall become effective on its
acceptance by the Board of Directors; provided, that if the board has not acted
thereon within ten days (10) from the date presented, the resignation shall be
deemed accepted.
Section 3.14 Written Consent to Action by Directors. Any action required to
be taken at a meeting of the directors of the corporation or any other action
which may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that purpose, one
or more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.
<PAGE>
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a president,
one or more vice-presidents, as shall be determined by resolution of the Board
of Directors, a secretary, a treasurer, and such other officers as may be
appointed by the Board of Directors. The Board of Directors may elect, but shall
not be required to elect, a chairman of the board and the Board of Directors may
appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The officers
shall be chosen by the Board of Directors annually at its annual meeting. In the
event of failure to choose officers at an annual meeting of the Board of
Directors, officers may be chosen at any regular or special meeting of the Board
of Directors. Each such officer (whether chosen at an annual meeting of the
Board of Directors to fill a vacancy or otherwise) shall hold his or her office
until the next ensuing annual meeting of the Board of Directors and until his or
her successor shall have been chosen and qualified, or until his or her death,
or until his or her resignation or removal in the manner provided in these
Bylaws. Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any instrument in the capacity of more than one office.
The chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need be a
director.
Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to
time may appoint such other officers or agents as it may deem advisable, each of
whom shall have such title, hold office for such period, have such authority,
and perform such duties as the Board of Directors from time to time may
determine. The Board of Directors from time to time may delegate to any officer
or agent the power to appoint any such subordinate officer or agents and to
prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by delivering
a written resignation to the Board of Directors, the president, or the
secretary. Unless otherwise specified therein, such resignation shall take
effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at any special
meeting of the Board of Directors called for that purpose or at a regular
meeting, by vote of a majority of the directors, with or without cause. Any
officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause, or if a new office shall be created, then such vacancies or
newly created offices may be filled by the Board of Directors at a regular or
special meeting.
<PAGE>
Section 4.07 The Chairman of the Board. The Chairman of the Board, if there
be such an officer, shall have the following powers and duties:
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of Directors; and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following powers
and duties:
(a) If no general manager has been appointed, he or she shall be the
chief executive officer of the corporation, and, subject to the direction
of the Board of Directors, shall have general charge of the business,
affairs, and property of the corporation and general supervision over its
officers, employees, and agents;
(b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he or she shall preside at meetings of the shareholders
and Board of Directors;
(c) He or she shall be a member of the executive committee, if any;
(d) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been authorized
by the Board of Directors; and
(e) He or she shall have all power and shall perform all duties
normally incident to the office of a president of a corporation, and shall
exercise such other powers and perform such other duties as from time to
time may be assigned to him or her by the Board of Directors.
Section 4.10 The Secretary. The secretary shall have the following powers
and duties:
(a) He or she shall keep or cause to be kept a record of all of the
proceedings of the meetings of the shareholders and of the Board of Directors in
books provided for that purpose;
(b) He or she shall cause all notices to be duly given in accordance with
the provisions of these Bylaws and as required by statute;
(c) He or she shall be the custodian of the records and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates representing shares of the corporation prior to the issuance
thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the same;
(d) He or she shall assume responsibility that the books, reports,
statements, certificates, and other documents and records required by statute
are properly kept and filed;
<PAGE>
(e) He or she shall have charge of the share books of the corporation and
cause the share transfer books to be kept in such manner as to show at any time
the amount of the shares of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for, the
names alphabetically arranged and the addresses of the holders of record
thereof, the number of shares held by each holder and time when each became such
holder or record; and he or she shall exhibit at all reasonable times to any
director, upon application, the original or duplicate share register. He or she
shall cause the share book referred to in Section 6.04 hereof to be kept and
exhibited at the principal office of the corporation, or at such other place as
the Board of Directors shall determine, in the manner and for the purposes
provided in such Section;
(f) He or she shall be empowered to sign certificates representing shares
of the corporation, the issuance of which shall have been authorized by the
Board of Directors; and
(g) He or she shall perform in general all duties incident to the office of
secretary and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.
Section 4.11 The Treasurer. The treasurer shall have the following powers
and duties:
(a) He or she shall have charge and supervision over and be responsible for
the monies, securities, receipts, and disbursements of the corporation;
(b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with Section 5.03 hereof;
(c) He or she shall cause the monies of the corporation to be disbursed by
checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He or she shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements given such
information as he or she may desire with respect to any and all financial
transactions of the corporation; and
(g) He or she shall perform in general all duties incident to the office of
treasurer and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to
<PAGE>
him or her by the Board of Directors or the president.
Section 4.12 General Manager. The Board of Directors may employ and appoint
a general manager who may, or may not, be one of the officers or directors of
the corporation. The general manager, if any, shall have the following powers
and duties;
(a) He or she shall be the chief executive officer of the corporation and,
subject to the directions of the Board of Directors, shall have general charge
of the business affairs and property of the corporation and general supervision
over its officers, employees, and agents;
(b) He or she shall be charged with the exclusive management of the
business of the corporation and of all of its dealings, but at all times be
subject to the control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the executive
committee, if any, he or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and
(d) He or she shall make a report to the president and directors as often
as required, setting forth the results of the operations under his or her
charge, together with suggestions looking toward improvement and betterment of
the condition of the corporation, and shall perform such other duties as the
Board of Directors may require.
Section 4.13 Salaries. The salaries and other compensation of the officers
of the corporation shall be fixed from time to time by the Board of Directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents appointed in accordance with the provisions of Section 4.03
hereof. No officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he or she is also a director of the
corporation.
Section 4.14 Surety Bonds. In case the Board of Directors shall so require,
any officer or agent of the corporation shall execute to the corporation a bond
in such sums and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his or her duties to the
corporation, including responsibility for negligence and for the accounting of
all property, monies, or securities of the corporation which may come into his
or her hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation contained
in the Articles of Incorporation or these Bylaws, the president or any vice
president or the general manager, if any, may, in the name and on behalf of the
corporation, execute and deliver any contract or other instrument authorized in
writing by the Board of Directors. The Board of Directors may, subject
<PAGE>
to any limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.
Section 5.02 Loans. No loans or advances shall be contracted on behalf of
the corporation, no negotiable paper or other evidence of its obligation under
any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
as security for the payment of any loan, advance, indebtedness, or liability of
the corporation, unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.
Section 5.03 Deposits. All monies of the corporation not otherwise employed
shall be deposited from time to time to its credit in such banks and or trust
companies or with such bankers or other depositories as the Board of Directors
may select, or as from time to time may be selected by any officer or agent
authorized to do so by the Board of Directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks,
endorsements, and, evidences of indebtedness of the corporation, subject to the
provisions of these Bylaws, shall be signed by such officer or officers or such
agent or agents of the corporation and in such manner as the Board of Directors
from time to time may determine. Endorsements for deposit to the credit of the
corporation in any of its duly authorized depositories shall be in such manner
as the Board of Directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be effected by the
president, or by any vice president, together with the secretary, or by an
officer or agent thereunto authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the
<PAGE>
corporation by the president or any vice president and the secretary or
assistant secretary of the corporation, or by any officer or agent thereunder
authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates. Every holder of shares in the corporation
shall be entitled to have a certificate, signed by the president or any vice
president, and the secretary or assistant secretary, and sealed with the seal
(which may be a facsimile, engraved or printed) of the corporation, certifying
the number and kind, class or series of shares owned by him or her in the
corporation; provided, however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such president, vice president, secretary, or
assistant secretary may be a facsimile. In case any officer who shall have
signed, or whose facsimile signature or signatures shall have been used on any
such certificate, shall cease to be officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile signature or signatures shall have
been used thereon, has not ceased to be such officer. Certificates representing
shares of the corporation shall be in such form as provided by the statutes of
the state of incorporation. There shall be entered on the share books of the
corporation at the time of issuance of each share, the number of the certificate
issued, the name and address of the person owning the shares represented
thereby, the number and kind, class or series of such shares, and the date of
issuance thereof. Every certificate exchanged or returned to the corporation
shall be marked "Canceled" with the date of cancellation.
Section 6.02 Transfer of Shares. Transfers of shares of the corporation
shall be made on the books of the corporation by the holder of record thereof,
or by his or her attorney thereunto duly authorized by a power of attorney duly
executed in writing and filed with the secretary of the corporation or any of
its transfer agents, and on surrender of the certificate or certificates,
properly endorsed or accompanied by proper instruments or transfer, representing
such shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this Article VI and
of the Articles of Incorporation, the Board of Directors may make such rules and
regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A
share book (or books where more than one kind, class, or series or stock is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the Board of Directors shall determine,
containing the names, alphabetically arranged, of original shareholders of the
<PAGE>
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of shares held by each. Such
share books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars with respect to
the certificates representing shares of the corporation, and may require all
such certificates to bear the signature of either or both. The Board of
Directors may from time to time define the respective duties of such transfer
agents and registrars. No certificate for shares shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such shares, and until registered by a
registrar, if at such date the corporation had a registrar for such shares.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The Board of Directors shall have power to close the share
books of the corporation for a period of not to exceed fifty (50) days
preceding the date of any meeting of shareholders, or the date for
payment of any dividend, or the date for the allotment of rights, or
capital shares shall go into effect, or a date in connection with
obtaining the consent of shareholder for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the
Board of Directors may fix in advance a date, not exceeding fifty (50)
days preceding the date of any meeting of shareholders, or the date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital shares shall go into effect, or a date in connection with
obtaining any such consent, as a record date for the determination of
the shareholders entitled to a notice of, and to vote at, any such
meeting and any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or exercise the
rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent.
(c) If the share transfer books shall be closed or a record date
set for the purpose of determining shareholders entitled to notice of
or to vote at a meeting of shareholders, such books shall be closed
for, or such record date shall be, at least ten (10) days immediately
preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue
a new certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the
Board of Directors may, in its discretion, require the owner of the lost or
destroyed certificate or his or her legal representatives, to give the
corporation a bond in such form and amount as the Board of Directors may
direct, and with such surety or sureties as may be satisfactory to the
board, to indemnify the corporation and its transfer agents and registrars,
if any, against any claims that may be made against it or any such transfer
agent or registrar on account of the issuance of such new certificate. A
new certificate may be issued without requiring any bond when, in the
judgement of the Board of Directors, it is proper to do so.
<PAGE>
Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's
Rights. To the extent permissible under the applicable law of any jurisdiction
to which the corporation may become subject by reason of the conduct of
business, the ownership of assets, the residence of shareholders, the location
of offices or facilities, or any other item, the corporation elects not to be
governed by the provisions of any statute that (i) limits, restricts, modifies,
suspends, terminates, or otherwise affects the rights of any shareholder to cast
one vote for each share of common stock registered in the name of such
shareholder on the books of the corporation, without regard to whether such
shares were acquired directly from the corporation or from any other person and
without regard to whether such shareholder has the power to exercise or direct
the exercise of voting power over any specific fraction of the shares of the
corporation or from any other person and without regard to whether such
shareholder has the power to exercise or direct the exercise of voting power
over any specific fraction of the shares of common stock of the corporation
issued and outstanding or (ii) grants to any shareholder the right to have his
or her stock redeemed or purchased by the corporation or any other shareholder
on the acquisition by any person or group of persons of shares of the
corporation. In particular, to the extent permitted under the laws of the state
of incorporation, the corporation elects not to be governed by any such
provision, or any statute of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The Board of Directors may designate an
executive committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.
Section 7.02 Powers. During the intervals between meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board of Directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording officer or officers, and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the executive
committee, and of such other committees as may be designated hereunder by the
Board of Directors, the
<PAGE>
presence of members constituting a majority of the total authorized membership
of the committee shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the act of a majority of the members present at
any meeting at which a quorum is present shall be the act of such committee. The
members of the executive committee, and of such other committees as may be
designated hereunder by the Board of Directors, shall act only as a committee
and the individual members thereof shall have not powers as such.
Section 7.05 Resignations. Any member of the executive committee, and of
such other committees as may be designated hereunder by the Board of Directors,
may resign at any time by delivering a written resignation to either the
president, the secretary, or assistant secretary, or to the presiding officer of
the committee of which he or she is a member, if any shall have been appointed
and shall be in office. Unless otherwise specified herein, such resignation
shall take effect on delivery.
Section 7.06 Removal. The Board of Directors may at any time remove any
member of the executive committee or of any other committee designated by it
hereunder either for or without cause.
Section 7.07 Vacancies. If any vacancies shall occur in the executive
committee or any other committee designated by the Board of Directors hereunder,
by reason of disqualification, death, resignation, removal, or otherwise, the
remaining members shall, until the filling of such vacancy, constitute the then
total authorized membership of the committee and, provided that two or more
members are remaining, continue to act. Such vacancy may be filled at any
meeting of the Board of Directors.
Section 7.07 Compensation. The Board of Directors may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder, who is not an active salaried employee of
the corporation for attendance at each meeting of said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, or suit by or
in the right of the corporation to procure a judgement in its favor 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, against expenses (including attorneys' fees)
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The
<PAGE>
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he 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, he or she had reasonable cause to believe that his or her conduct
was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor 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, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith. Any
other indemnification under Sections 8.01 and 8.02 hereof, shall be made to the
corporation upon a determination that indemnification of the officer, director,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination shall be made either (i) by the Board of Directors by a majority
of a quorum consisting of directors who were not parties to such action, suit,
or proceeding; or (ii) by independent legal counsel on a written opinion; or
(iii) by the shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.
Section 8.04 General Indemnification. The indemnification provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute, in the corporation's Articles of Incorporation,
these Bylaws, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.
Section 8.05 Advances. Expenses incurred in defending a civil or criminal
action, suit or proceeding as contemplated in this Section may be paid by the
corporation in advance of the final
<PAGE>
disposition of such action, suit, or proceeding upon a majority vote of a quorum
of the Board of Directors and upon receipt of an undertaking by or on behalf of
the director, officers, employee, or agent to repay such amount or amounts
unless if it is ultimately determined that he or she is to be indemnified by the
corporation as authorized by this Section.
Section 8.06 Scope of Indemnification. The indemnification authorized by
this Section shall apply to all present and future directors, officers,
employees, and agents of the corporation and shall continue as to such persons
who cease to be directors, officers, employees, or agents of the corporation,
and shall inure to the benefit of the heirs, executors, and administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.
8.07 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against any such liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of Directors or
the shareholders, shall be subject to amendment, alteration, or repeal, and new
Bylaws may be made, except that;
(a) No Bylaws adopted or amended by the shareholders shall be altered
or repealed by the Board of Directors;
(b) No Bylaws shall be adopted by the Board of Directors which shall
require more than a majority of the voting shares for a quorum at a meeting
of shareholders, or more than a majority
<PAGE>
of the votes cast to constitute action by the shareholders, except where
higher percentages are required by law; provided, however that (I) if any
Bylaw regulating an impending election of directors is adopted or amended
or repealed by the Board of Directors, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors,
the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration or repeal
of this Article XI shall be made except by the shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the secretary of
Seafoods Plus, Ltd., a corporation duly organized and existing under and by
virtue of the laws of the State of Utah; that the above and foregoing
bylaws of said corporation were duly and regularly adopted as such by the
Board of Directors of the corporation at a meeting of the board of
Directors, which was duly and regularly held on the 15th day of May, 1996
and that the above and foregoing Bylaws are now in full force and effect.
DATED this 15th day of May, 1996.
/s/ TERRY HARDMAN
Terry Hardman, Secretary
<PAGE>
ACTION BY UNANIMOUS CONSENT OF
THE BOARD OF DIRECTORS OF
SEAFOODS PLUS, LTD.
The undersigned, being all of the duly elected and incumbent directors of
Seafoods Plus, Ltd., a Utah corporation (the "Company"), acting pursuant to
Section 16-10a-821 of the Utah Revised Business Corporation Act, do hereby
unanimously consent to and adopt the following resolutions, effective the latest
date hereof:
RESOLVED, that the Company's Bylaws be amended to opt out of the Utah
Control Share Acquisitions Act, Utah Code Annotated Section 31-6-2 et seq.
Date: 10/11/96 /S/ KATHLEEN L. MORRISON
----------------------------------------------
Kathleen L. Morrison, Director and President
Date: 10/11/96 /S/ JASON R. OSBORNE
----------------------------------------------
Jason R. Osborne, Director and Vice President
Date: 10/11/96 /S/ TERRY HARDMAN
----------------------------------------------
Terry Hardman
<PAGE>
PROSPECTUS
3,000,000 Shares
COMMUNITRA ENERGY, INC.
(A Utah Corporation)
740 East 3900 South
Salt Lake City, Utah 84107
(801) 263-2262
Common Capital Shares (Par Value $0.001 Per Share)
COMMUNITRA ENERGY, INC., a Utah corporation (hereinafter the
"COMPANY") , was incorporated on August 11, 1983, primarily for the purpose
of investing in oil and gas and/or minerals, properties and/or products.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND IS SPECULATIVE.
INVESTORS SHOULD STUDY THE RISKS AS SHOWN HEREIN (SEE "RISK FACTORS").
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY ARE BELIEVED TO BE EXEMPT
FROM REGISTRATION UNDER SECTION 3(b) AND RULE 504 PROMULGATED THEREUNDER BY
THE SECURITIES AND EXCHANGE COMMISSION AS PART OF REGULATION D.
THESE SECURITIES HAVE BEEN REGISTERED WITH THE UTAH SECURITIES
DIVISION BECAUSE SUCH SECURITIES ARE BELIEVED TO BE SUBJECT TO REGISTRATION
PURSUANT TO THE REQUIREMENTS OF SECTION 10 OF THE UTAH UNIFORM SECURITIES
ACT. SUCH REGISTRATION, IN NO SENSE, INDICATES RECOMMENDATION OR
ENDORSEMENT BY THE UTAH SECURITIES DIVISION OF ANY SECURITY, INDIVIDUAL,
FIRM OR CORPORATION. THE UTAH SECURITIES DIVISION DOES NOT PASS UPON THE
MERITS OF THE SECURITIES OR THE ACCURACY OF THIS PROSPECTUS. REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
Public Offering - 3,000,000 Offering Price - 1 Cent
Shares Per Share
4
<TABLE>
Offering Price Sales Proceeds
to Public (1) Commission (2) Company
(3)
<S> <C> <C> <C>
Per Share $0.01 None $0.01
Total Minimum
Offering (4)
(1,200,000 Shares) $12,000.00 None $12,000.00
Total Maximum
Offering
(3,000,000 Shares) $30,000.00 None $30,000.00
</TABLE>
Prior to this Offering, there has been no public market for the Common
Stock of the Company, and there can be no assurance that a market will
develop. No broker or dealer is involved in this Offering. The Escrow
Agent is First Security Bank (350-6000).
Sales Agent Transfer Agent
Ernest B. Hewlett American Registrar & Transfer
740 East 3900 South P.O.Box 1798
<PAGE>
Salt Lake City, Utah 84107 Salt Lake City, Utah 84110
(263-2262)
The Date of This Prospectus is November 23, 1983.
NOTES
(1) These securities are offered hereby for cash only. The offering price has
been arbitrarily established by the Company, and this price has no relationship
to the Company's assets, earnings, book value or other recognized criteria of
value.
(2) These shares are offered on a "best efforts" and "first-come- first-served"
basis by the Company through its President and agent, Ernest B. Hewlett, with no
broker or dealer involved. There is no assurance that any or all of the shares
offered hereby will be sold. The sales agent will not receive a commission.
(3) This amount is before deducting expenses for legal and accounting fees,
printing costs and other expenses of this Offering which shall not exceed
$4,500.00.
(4) The initial proceeds of this Offering will be deposited into an escrow
account at First Security Bank, until a minimum of $12,000.00 of gross proceeds
is received and has been so deposited. In the event that less than $12,000.00 of
gross proceeds is received and deposited by the Company under this Offering
within one year from the date of this Prospectus, all gross proceeds will be
refunded to purchasers in full, by the Escrow Agent, without any deductions for
commissions or other expenses and without interest, and the Company will bear
all costs of any such refunds.
NO SALESMAN, DEALER, UNDERWRITER OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS IN CONNECTION WITH THE DISTRIBUTION OF SECURITIES TO WHICH THIS
PROSPECTUS RELATES. PRACTICES TO THE CONTRARY ARE A CRIMINAL OFFENSE.
REPRESENTATIONS NOT CONTAINED HEREIN, IF GIVEN OR MADE, MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE DELIVERY OF THIS PROSPECTUS SHALL
NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THE COMPANY WILL,
HOWEVER, UNDERTAKE TO AMEND THIS PROSPECTUS IF A MATERIAL CHANGE SHALL OCCUR
<PAGE>
AND WILL PROMPTLY PROVIDE PROSPECTIVE PURCHASERS, MARKET MAKERS AND THE
UTAH SECURITIES DIVISION WITH A WRITTEN COPY THEREOF. THE COMPANY SHALL
FURTHERMORE ON A QUARTERLY BASIS DURING THE TERM OF THE OFFERING, FILE WITH THE
UTAH SECURITIES DIVISION AND APPEND TO EVERY PROSPECTUS THE INFORMATION REQUIRED
BY UTAH SECURITIES DIVISION RULE 11.9.
THE SHARES OFFERED HEREBY ARE OFFERED FOR CASH ONLY, SUBJECT TO PRIOR SALE AND
WITHDRAWAL, CANCELLATION OR MODIFICATION OF THIS OFFER WITHOUT NOTICE.
REGISTRATION OF SECURITIES EXISTS FOR ONE YEAR. THEREAFTER, NON-ISSUER "TRADING"
TRANSACTIONS REQUIRE REGISTRATION OR AN APPROPRIATE EXEMPTION. THE OFFER AND
SALE OF THESE SECURITIES SHALL BE MADE IN THE STATE OF UTAH ONLY.
-2-
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
COVER SHEET
NOTES 2
TABLE OF CONTENTS 3
INTRODUCTORY STATEMENT 4
SPECULATIVE ASPECTS AND RISK FACTORS 4
DILUTION 7
THE COMPANY 11
USE OF PROCEEDS 11
CAPITALIZATION 13
DESCRIPTION OF COMMON STOCK 13
OPTIONS, WARRANTS OR CALLS 13
DIVIDENDS 14
ANNUAL REPORTS 14
MANAGEMENT AND FOUNDERS 14
STOCK OWNERSHIP AND CONTROL OF THE COMPANY 16
REMUNERATION 16
CONFLICTS OF INTEREST 16
PLAN OF DISTRIBUTION AND TERMS OF THE OFFERING 17
LEGAL AND ACCOUNTING MATTERS 18
LITIGATION 18
ADDITIONAL INFORMATION 18
ACCOUNTANTS OPINION AND FINANCIAL STATEMENTS 19
SUBSCRIPTION AGREEMENT 23
</TABLE>
<PAGE>
INTRODUCTORY STATEMENT
Communitra Energy, Inc. (the "Company") was incorporated under the laws
of the State of Utah on August 11, 1983. The Company was primarily organized to
engage in the business of oil and gas and/or related endeavors, including the
acquisition and sale of mineral and oil leases or products. The Company may also
issue authorized but unissued shares of the Company in return for assets or
property or pursuant to a Merger when deemed in the best interests of the
Company and its shareholders. The Company will not necessarily limit itself to
these investments and will always be looking for any business venture which
might return a profit. Inasmuch as the Company does not have any specific
proposal for the use of proceeds and the proceeds of this Offering are not
allocated in detail, the Offering is in fact a 'blind pool" and investors are
unable to mass upon the merits or evaluate the potential risk involved in the
use of proceeds.
The present Principal office of the Company is located in the residence of
the Company's President at 740 East 3900 South, Salt Lake City, Utah 84l07.
At the inception of the Company, 1,275,000 shares of its common voting
stock with a par value of one-tenth cent ($O.001) per share were issued to
Officers, Directors and Founders of the Company for cash in the amount of
$3,000.00 ($0.002353 per share). Additionally, the Board of Directors of the
Company adopted certain resolutions authorizing the Company to offer and sell
3,000,000 shares of its one-tenth cent (0.001) per share par value common voting
stock at a price of one cent ($0.01) per share for cash in the aggregate sum of
$30,000.00.
The Company has no operating history, and, with the exception of the
foregoing issuance of its stock, has not engaged in any business of any type or
nature whatsoever. Additionally, the Company has no income and must be deemed to
be in its promotional stage only.
SPECULATIVE ASPECTS AND RISK OF THE OFFERING
The securities offered hereby are subject to risks inherent
in new ventures and are highly speculative. Prospective
investors should consider the following:
1. The Company has no operating history or earnings and is
in its Promotional stage.
2. The Company's current capital of $3,000.00 is not sufficient to
enable it to embark upon its proposed operations. Therefore, its ability to do
business is contingent upon the successful offering and sale of at least the
minimum amount of securities offered hereby, of which there can be no assurance.
-4-
<PAGE>
3. Even if the minimum amount of securities offered hereby are sold, no
assurance can be given that the contemplated business activities of the Company
will prove successful or profitable or that the Company will be able to generate
adequate cash flow too continue its proposed business activities.
4. If all shares offered hereby are sold, of which there can be no assurance,
the present shareholders will own approximately 30% of said shares and the
public will own approximately 70% of said shares. As cumulative voting for
directors is not available to shareholders of the Company, those who control
more than 50% of the outstanding shares shall be able to elect all of the
directors. Those who control less than 50% of the outstanding shares will not be
able to elect any of the directors. It may also be assumed that since the
present shareholders will control approximately 30% of the total outstanding
shares at the completion of the offering, of which there can be no assurance,
they most probably will retain effective control over the Company.
5. If the Company's future operations are Profitable, the current shareholders
will realize the principal benefits, if any, of the Company's growth. If the
Company's future operations are not profitable, the persons who purchase the
shares offered hereby will sustain the principal losses of cash investment (See
"DILUTION").
6. NONE OF THE OFFICERS AND DIRECTORS OF THE COMPANY IS EXPERIENCED IN THE TYPE
OF BUSINESS IN WHICH THE ISSUER PLANS TO ENGAGE EXCEPT MARK LINDSEY, WHO DOES
APPEAR TO HAVE SOME EXPERIENCE IN THIS TYPE OF BUSINESS. (See "MANAGEMENT").
7. The Company will be competing with other large corporations and private
individuals, of which many have greater assets, financial resources, research
and marketing capabilities.
8. No assurance can be given that any minerals or petroleum or interests or
rights therein will be produced or acquired by the Company. If the Company is
successful in producing or acquiring minerals and/or petroleum leases, options
or products, there is no assurance that said minerals or petroleum can be
economically resold, or profitably extracted, transported or sold.
9. All unpatented mining claims are subject to certain risks as to title,
and all claims are subject to various other risks. The validity of title of
mining claims or oil leases may be challenged by other claimants.
<PAGE>
10. The Company's business may be affected from time to time by such Matters as
changes in general economic, industrial, and international conditions; changes
in taxes; shortage of qualified employees and personnel; and other factors of a
general nature.
11. The Company does not have a specific proposal for the use of proceeds;
therefore, purchasers of shares offered are not afforded the opportunity to
evaluate the potential risk involved in the use of proceeds. This Offering
should therefore be deemed a 'blind pool' offering and shareholders must
consequently be willing to entrust decisions as to the use of proceeds to the
management of the Company.
12. The Company has not paid or declared any cash dividends on its Common Stock
in the past nor are any cash dividends contemplated in the foreseeable future
(See "DIVIDENDS").
13. The Company has authorized the issuance of 50,000,000 common shares. If this
Offering is sold out, a total of 4,275,000 shares will be issued. Shareholders
risk further dilution of their shares if any of the remaining authorized shares
are issued. Any additional authorized shares issued may be issued for an amount
less than book or market value of the shares then outstanding. Shareholders are
not entitled to preemptive rights allowing them to purchase their equitable
portion of any additional shares issued.
14. The initial proceeds of this Offering will be deposited into an escrow
account until a minimum of $12,000.00 of gross proceeds is received and has been
so deposited. Since the terms of the escrow provide for a one year term,
purchasers of shares risk having their purchase money held in escrow for the
full term of escrow without interest and without assurance that the Company will
receive the minimum escrow amount. The Company may not commence operations until
the escrow amount is reached.
15. It is the intention of the Company to structure this Offering so that
it is exempt from the registration requirements of the federal Securities Act
1933. Such exemption is provided for in Section 3(b) of the Act and Rule 504 of
Regulation D. Failure of the Company to strictly comply with the requirements of
Regulation D would make such exemption unavailable and could, among other
things, cause all shares to be deemed restricted securities as defined by
federal law. Non-compliance could furthermore create a liability for the Company
and its shareholders for failing register its securities.
In view of the foregoing, public investors should consider the purchase
of shares of the Company's common voting stock under this Offering as a
commitment of HIGH RISK CAPITAL AND SHOULD BE ABLE TO BEAR THE ECONOMIC RISK OF
TOTAL LOSS OF THEIR INVESTMENT.
<PAGE>
DILUTION
If this offering is fully, sold, and no assurance can be given that such
will be the case, then and in that event, public investors will own 3,000,000
shares (approximately seventy percent) of the Company's common voting stock then
issued and outstanding for which they will have paid, in cash, $30,000.00 (91%
of invested capital), and the present shareholders (Officers, Directors and
Founders) will own 1,275,000 shares (approximately thirty percent) of the total
common voting stock of the Company, then issued and outstanding for which they
will have paid, in cash, the sum of $3,000.00 (9% of invested capital).
As of the date of this Prospectus, the Company has 1,275,000 shares of
its common stock with a par value of one-tenth cent ($0.001) per share issued
and outstanding, with book value of approximately $0.002353 per share. Assuming
that this offering is fully sold, of which there can be no assurance,
immediately following this Offering, the common voting stock of the Company will
have a book value of approximately $28,500.00 (after all Offering costs), or
approximately $0.006667 per share. Thus, the present stockholders (Officers,
Directors and Founders) will experience a substantial increase in the value of
their shares of approximately one hundred eighty-three percent (183%), or
$0.004314 per share, and, conversely, the public investors will experience an
immediate substantial dilution in the value of their shares of approximately
$0.00333 per share from the public Offering price of one cent ($0.01) per share,
with a percentage dilution of approximately thirty-three and one-third percent
(33-1/3%).
Pursuant to Rule 10.2-1 of the Utah Securities Division, the percentage
dilution to the public investor in this Offering shall not exceed 33-1/3%.
Should less than 3,000,000 shares ($30,000.00), but more than 1,200,000
($12,000) be sold in this Offering, the insider stockholders will be required to
transfer back to the Company enough of their shares or contribute additional
money, to insure that the Percentage dilution to the public investor does not
exceed 33-1/3%.
-7-
<PAGE>
The following chart illustrates the per share dilution of the public
investor's equity in the Company assuming the maximum shares being offered are
sold.
OFFERING PRICE
$0.01 Per Share
(pie chart, showing percentage break-down)
MAXIMUM
Dilution
Book Value $0. 0333
after Sale or 33-1/3%
0.006667
This chart illustrates the percentage of capital invested by the
founders and the public assuming sale of the maximum amount of shares.
$3,000 Amount Invested by
Founders 9.09%
(pie chart - showing percentage break-down)
$30,000 Amount
invested by Public
90 . 9 1 %
<PAGE>
The following chart illustrates the percentage of shares in the Company
purchased by the public investors and the total capital invested by the public
investors compared with the percentage of shares purchased by the officers,
directors and founders and the total capital invested by them assuming the sale
of the maximum number of shares.
MAXIMUM
(pie chart - showing percentage break-down)
30%
Amount
Shares Retained
by Promoters
70% and others for
Amount of Shares $3,000.00
Purchased by (1,275,000
Public investors shares
for $30,000.00
(3,000,000
shares)
-9-
<PAGE>
The following chart illustrates the public offering price, the gain to
present investors, and dilution to new investors.
MAXIMUM
$.Ol $.O1
$.008
$.006 $.006667
$.004 $.004314
$.002 $.002353 $.003333
Offering Price Book Book Dilution Gain by
Paid by Public Value Be- Value for New Present
Investors fore Sale After Sale Investors Investors
(This Space Intentionally Left Blank)
<PAGE>
THE COMPANY
The Company was organized under the laws of the State of Utah, through
the efforts of Ernest B. Hewlett, Mark Lindsey and David M. Hoggan, all of whom
are Officers, Directors and Founders of the Company. The Company is still in its
promotional stages.
The Company has no operating history and has not engaged in any business
of any type or nature whatsoever.
USE OF PROCEEDS
The Company has been organized to carry on any legitimate activity it
believes has profit potential. It is contemplated, however, that its principal
activity will be investing in oil, gas and mineral leases, and/or products.
This, in no way, is intended to limit the scope of investments which the Company
may make. The Company, however, does not intend to be an investment company as
defined by federal law.
Management of the Company has not selected any specific mineral or
oil leases for the Company to attempt to acquire, but intends to investigate and
evaluate all potential business opportunities.
Furthermore, the Company can engage in any legitimate business its
management feels has potential. The Board of Directors and Management presently
have nothing specific in mind regarding the intended use of proceeds, but
intends to investigate and evaluate each opportunity as it develops.
The issuer will be in competition with experts in the fields in which it
operates, and it holds no advantage over its competition (see "SPECULATIVE
ASPECTS AND RISK FACTORS"). The Company, in fact, will be at a serious
disadvantage with its competitors in view of the Company's small capitalization.
The Company's proposed business activities are in a highly competitive
field. In addition to competing with individuals on the Company's intended field
with a high level of expertise greatly exceeding Management's abilities, the
Company will be competing with numerous other entities, most of which are large,
well-established companies with greater assets and financial reserves than the
Company will possess. Even if the minimum amount of securities offered hereby
are sold, as to which there is no
<PAGE>
assurance, the Company is presently unable to estimate the effect which any such
competition will have on its proposed business activities, but the effects
thereof could certainly be a substantial detriment to the Company. The Company
is, and will be an insignificant factor in the current competitive strata of the
petroleum and minerals businesses.
It is expected that the Company's activities will involve a great deal
of risk. Management, rent, and overhead expenses will be donated by the
Directors during the first twelve months of operations. If, however, increased
business warrants, salaries may be paid to Officers, Directors or employees of
the Company. Such salaries shall be paid only from income generated by
operations of the Company and not from the proceeds of the offering. Uncommitted
funds to be used for the Corporate purposes after offering expenses would be
$28,500.00 if the entire offering is sold.
If all 3,000,O00 shares offered hereby are sold, of which there can be
no assurance, the proceeds shall be allocated for, the approximate purposes and
in the amounts indicated hereunder; however, the Company reserves the right to
reassign priorities and applications as good business practice requires.
<TABLE>
<CAPTION>
TOTAL USE OF PROCEEDS BY PERCENTAGE
FOR MINIMUM AND MAXIMUM OFFERING
(All Figures are Estimates)
<S> <C> <C> <C> <C>
DESCRIPTION MAXIMUM MINIMUM
OF EXPENDITURES OFFERING PERCENTAGE OFFERING PERCENTAGE
(One Year Projection)
Expenses of the Offering
(Legal, Account-
ing, Printing,
Filing Fees,
Etc.) $ 4,500.00 15.0% $ 4,500.00 37.5%
Option Acquisition,
Property,
Leases, Etc. $24,300.00 81.0% $ 6,950.00 57.9%
Reserve for
13-Month Audit $ 300.00 1.0% $ 300.00 2.5%
Reserve for
Contingencies $ 900.00 3.0% $ 250.00 2.1%
TOTAL $30,000.00 100.0% $12,000.00 100.0%
</TABLE>
NOTE: The general office and administrative expenses including rent will be
donated by the Officers at no charge for the first year or until increased
business warrants use of Company funds. The officers will not be reimbursed for
expenses or rent that they denote to the Company. Leases shall not be purchased
by the Company unless sufficient funds are reserved to service such leases or
unless management has a definite plan for the financial servicing of the leases.
-12-
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
the date of this Prospectus and is adjusted to reflect the issuance of all
shares offered hereby:
SHARES SHARES AMOUNT OUTSTANDING
CLASS OF STOCK AUTHORIZED OUTSTANDING ALL SHARES ARE SOLD
Common Stock
(SO.001 Par
Value) 50,000,000 1,275,000 4,275,000
(1)No assurance can be given that any number of shares offered
by means of this Prospectus will be sold.
DESCRIPTION OF COMMON STOCK
The capital stock of the Company consists of 50,000,000 shares of
common stock with a par value of one-tenth cent ($0.001) per share, 1,275,000
shares of which are issued and outstanding on the date hereof. The Offering to
the public by this Prospectus is 3,000,000 shares of common stock with a par
value of one-tenth cent ($0.001) per share. The shares are all of one class,
common, with like rights and privileges. Each share is entitled to participate
equally in dividends and distributions declared by the Company. Each share is
entitled to one (1) vote on each matter. The shares of common voting stock, when
issued and paid for, shall be fully paid and non-assessable and will have no
preference, pre-emptive, conversion or exchange rights. The Company has no
senior securities or long-term debt authorized, issued or outstanding, and has
no present intention of issuing either security. All voting is noncumulative.
Accordingly, the holders of more than fifty percent (50%) of the shares of the
Company's common stock will be able to elect all representatives to the Board of
Directors, and the holders of less than fifty percent (50%) will not be able to
elect any of the Board of Directors.
OPTIONS, WARRANTS OR CALLS
There are no issued or outstanding options, warrants or calls entitling
any person to purchase any shares of the Company's common stock. The Company
may, however, adopt a plan in the future pursuant to which options, warrants or
calls would be made available to Officers, Directors and key personnel as an
incentive to attract and maintain their services on behalf of the Company.
Presently, the Company has no agreement or understanding, express or
implied, with anyone concerning such options, warrants or calls entitling the
future purchase of the Company's common voting stock, and any such plan will be
submitted
-13-
<PAGE>
to the stockholders of the Company for their approval before becoming
effective.
DIVIDENDS
The Company is a new corporation and no assurance can be given that it
will generate earnings on which cash dividends can be paid. If cash earnings are
generated, management intends to follow a policy of retaining all such earnings
to finance the development of its business. It is expected that this policy will
be maintained as long as necessary to provide funds for the Company's
operations. Any dividends that may be paid in the future will be dependent upon
the earnings and financial requirements of the Company and all other relevant
factors including approval of such dividend by the Company's Board of Directors.
ANNUAL REPORTS
The Company will furnish the Utah Securities Division and each
shareholder audited financial statements showing use of proceeds within 13
months after the close of the offering. The Company has elected a December 31st
fiscal year end. Thereafter, the Company will furnish its shareholders with
annual reports containing unaudited financial statements within 90 days after
the Company's year end. From time to time, the Company may also furnish its
stockholders with such other information as it may deem appropriate, relative to
the business operations of the Company. Such information may include news of a
change in the management, purpose and control of the Company, or any material
condition affecting the Company.
In addition to receipt and examination of annual reports and other
information, shareholders of record shall, as required by the Utah Business
Corporation Act section 16-10-47, be allowed to examine the books and records of
the Company at a reasonable time upon written demand.
MANAGEMENT AND FOUNDERS
Management:
<PAGE>
The Officers and Directors of the Company will devote only such time as
they deem appropriate and necessary to the business affairs of the Company.
The Company may invest the Company's funds and enter into one or more
business ventures on the authority of the Board of Directors without submitting
such proposals to the shareholders for their approval.
Management of Company and persons who, by reason of ownership of shares may be
deemed principal shareholders or control persons, are listed below, followed by
a brief resume
-14-
of each individual. Directors have been elected for approximately one year from
the date of incorporation and until the next annual meeting scheduled for July
15, 1984. The Directors will hold office until their successors are elected and
qualified.
POSITION HELD
NAME AND ADDRESS RELATIONSHIP TO COMPANY
Ernest B. Hewlett President, Founder and
740 East 3900 South Director
Salt Lake City, Utah, Utah 84107
Mark Lindsey Vice-President, Founder
809 Grandridge and Director
Salt Lake City, Utah 84111
David M. Hoggan Secretary-Treasurer,
1371 Skyview Drive Founder and Director
Salt Lake City, Utah 84117
ERNEST B. HEWLETT, President and Director, age 24, has been working
toward a Bachelor of Science degree in Business at the University of Utah since
1980. From 1978-1980, he served as a missionary for the Church of Jesus Christ
of Latter-Day Saints. Since 1980, he has been an insurance agent for New England
Life Insurance Company. In 1982, he was co-founder and National Agent for Barter
Systems International Insurance Division, headquartered in Oklahoma City,
Oklahoma. He has also had previous experience in the financial and accounting
field.
MARK LINDSEY, Vice-President and, Director, age 27, received a
<PAGE>
Bachelor of Science degree in Economics from the University of Utah in 1980. He
has been a member of the Board of Directors of Ecotroleum, Inc., an energy
company. Since 1980, he has been the Secretary/Treasurer and Manager of
Ecotroleum, Inc., a research and development company of synthetic fuels. Since
1982, he has been the President and a member of the Board of Directors of
Sumerior Energy Corporation, a Utah public company.
DAVID M. HOGGAN, Secretary/Treasurer and Director, age 45, received
a Bachelor of Science degree in Business from the University of Utah in
1962. From 1975-1983, he was a sales manager for U.S. Home, Manufactured
Housing Corporation. Since 1983, he has been employed as a sales manager
for Boise Homes, Inc.
It is not anticipated that any of the above-named individuals, their
relatives, associates or affiliates will benefit directly or indirectly from the
Company's transactions. The officers and directors do not intend to purchase any
of the shares offered to the public.
STOCK OWNERSHIP AND CONTROL OF THE COMPANY
There are presently three (3) stockholders who own all of the Company's
issued and outstanding shares of common voting stock. These shares were accrued
by the shareholders on the date of incorporation, August 11, 1983. The transfer
and sale of said shares is restricted under SEC Rule 144, which prohibits the
sale of these restricted shares for a minimum of two (2) years from the date of
issuance, at which time, assuming the Company is in compliance with all
reporting and other requirements of the SEC and Rule 144, the shareholders may
each sell a maximum of 1% of the total outstanding shares of the Company in each
three (3) month period of time thereafter. These certificates are not being held
in escrow. The following tabulation depicts the ownership of these shares of
common voting stock and the consideration paid to the Company at the rate of
$0.002353 per share:
<TABLE>
% OWNED
NUMBER OF BEFORE % OWNED
CONSIDERATION SHARES PUBLIC IF MAXI-
STOCKHOLDER PAID OWNED OFFERING MUM SOLD
<S> <C> <C> <C> <C>
Ernest B. Hewlet, $1,000.00 425,000 33.34% 9.94%
Mark Lindsey 1,000.00 425,000 33.33% 9.94%
David M. Hoggan 1,000.00 425,0004 33.33% 9.94%
$3,000.00 1,275,000 100% 29.82%
</TABLE>
<PAGE>
REMUNERATION
No Officer, Director or Founder will devote a substantial amount of
time in conducting the business operations of the Company. Time will be devoted
to the Company by the Officers and Directors on an as-needed basis. No salaries
are contemplated to be paid by the Company in the foreseeable Future unless
increased business of the Company warrants such payment. If salaries are paid,
such salaries shall be paid only from income generated by the operations of the
Company and not from the proceeds of the offering.
CONFLICTS OF INTEREST
The persons in the Company's management may become involved in other
business entities which may create conflicts of interest with respect to the
Company's activities. Although it is not contemplated, the Company may become
involved in joint ventures or acquisitions with or from companies which are
controlled by or otherwise associated with the Company's management. If such
transactions do occur, they will be handled on terms and conditions which would
prevail in an "arms-length' transaction. If such transactions do occur,
management of the Company will ask for shareholders' approval or ratification of
said transactions or will have any said transactions approved by a disinterested
Board of Directors. Failure by the Company to conduct its business in the best
interest of the Company could result in liability upon the Company's Officers,
Directors and controlling persons under Utah law. The Utah Business Corporation
Act section 16-10-44 provides for liability to Directors in certain other cases.
PLAN OF DISTRIBUTION AND TERMS OF THE OFFERING
The Company has entered into a 'best efforts' selling agreement with
Ernest B. Hewlett, President of the Company, 740 East 3900 South, Salt Lake
City, Utah 84107. As sales agent, Mr. Hewlett has agreed to offer to the public,
as agent for the Company, the 3,000,000 shares of Company Stock offered hereby,
on a 'best efforts' basis. There is no firm commitment on the part of the
Company or Mr. Hewlett and he is under no obligation to take down and pay for
any shares of Common Stock, but has agreed to use his best efforts to sell the
shares to the public at the public offering price of $0.01 per share. Mr.
Hewlett will not receive a commission for his selling efforts.
Terms of the Offering:
The shares of common voting stock offered by means of this Prospectus
are offered for cash only. As required by the Utah Securities Division,
<PAGE>
the Company has agreed to provide, and has provided for, the escrow of the gross
proceeds of the initial portion of this Offering (1,200,000 shares - $12,000.00)
. All payments for the shares of common voting stock purchased pursuant to this
Offering are to be made by cash, check or money order payable to the Company or
to its Escrow Agent:
FIRST SECURITY BANK
405 South Main Street
Salt Lake City, Utah 84111
Should fewer than 1,200,000 shares of common voting stock Offered
hereby be sold within one year after the date of this Prospectus, the Bank will
advise the Utah Securities Division, and, upon order of the Division, the Bank
will remit all of the gross proceeds of this Offering being held by the Bank
back to the original investors from whom these monies were received without any
deduction therefrom or interest thereon. Should at least 1,200,000 shares of
common voting stock ordered hereby be sold within one year from the effective
date of this Offering,
-17-
<PAGE>
the Bank will advise the Utah Securities Division and, upon order of the
Division, will pay all of the gross cash proceeds to the Company. Thereafter,
should any of the balance of this offering (1,800,000 shares - $18,000.00) be
sold, no provision has been made for impound, escrow or return of any funds to
the public investors. A copy of the Subscription Agreement is attached hereto
and incorporated herein by reference.
LEGAL AND ACCOUNTING MATTERS
Scott E. Smith, Suite 650, Commercial Security Bank Tower,
50 South Brain Street, Salt Lake City, Utah 84144, who is legal counsel for the
Company, has furnished the Company with an opinion. The opinion of counsel is
required of the Company pursuant to subparagraph (2)(n) of Section 61-1-10 of
the Utah Uniform Securities Act. This opinion of counsel has been filed by the
Company as an exhibit to the Registration Statement on file with the Utah
Securities Division. Said opinion indicates that "these securities being
registered, when sold, will be legally issued, fully paid and non-assessable."
The Certified Public Accountant for the Company is Hansen, Barnett &
Maxwell, 345 East Broadway, Salt Lake City, Utah 84111, who has prepared the
accompanying Certified Financial Statement.
LITIGATION
To the best knowledge of the Company, its Officers, Directors and
Founders, the Company is not a party to any material legal proceeding or
litigation as of the date of this Prospectus.
ADDITIONAL INFORMATION
The Company has filed with the Utah Securities Division an application
for registration with respect to the securities offered hereby. That application
contains certain information, the majority of which is contained in this
Prospectus, which investors may wish to review. Copies of all such documents
filed with the Utah Securities Division are matters of public record and may be
inspected by the public.
Statements contained in this Prospectus with respect to the contents of any
contract or documents described herein are not necessarily complete, and, where
such contract or document is an exhibit to the application on file with the Utah
Securities Division, each such statement is qualified in all respects by the
provisions of such exhibit to which reference is hereby made for the full
statement of the provisions thereof.
-18-
<PAGE>
HANSEN, BARNETT & MAXWELL
A Professional Corporation
Certified Public Accountant
345 EAST BROADWAY
SALT LAKE CITY, UTAH 84111
Board of Directors
Communitra Energy, Inc.
Salt Lake City, Utah
We have examined the balance sheet of Communitra Energy, Inc. as of August
15, 1983, and the related statements of retained earnings, operations and
changes in financial position for the five days then ended. Our examination was
made in accordance with generally accepted auditing standards and accordingly
included such tests of the accounting records and such other auditing procedures
as we considered necessary in the circumstances.
In our opinion, the aforementioned financial statements present fairly the
financial position of the company at August 15, 1983, and the results of its
operations and changes in its financial position for the five days then ended,
in conformity with generally accepted accounting principles.
/s/ Hansen, Barnett & Maxwell
August 23, 1983
<PAGE>
<TABLE>
<CAPTION>
COMMUNITRA ENERGY, INC.
BALANCE SHEET
AUGUST 15, 1983
ASSETS
<S> <C>
CURRENT ASSETS:
Cash in bank $ 3,000
OTHER ASSETS:
Organization Costs Note 1 50
TOTAL ASSETS $ 3,050
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $50
STOCKHOLDERS' EQUITY - NOTE 2
Common Stock - 50,000,000 shares
authorized; issued and outstanding
1,275,000 shares; $.001 par value $ 1,275
Paid in capital 1,725
Retained Earnings -
TOTAL STOCKHOLDERS' EQUITY 3,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,050
The accompanying notes are an integral part of these financial statements.
</TABLE>
-20-
<PAGE>
<TABLE>
<CAPTION>
COMMUNITRA ENERGY, INC.
STATEMENT OF RETAINED EARNINGS
FOR THE FIVE DAYS ENDED AUGUST 15, 1983
<S> <C> <C>
BEGINNING RETAINED EARNINGS - AUGUST 11, 1983 $ -
Net Income (Loss) for the period ____-_____
ENDING RETAINED EARNINGS - AUGUST 15,- 1983 $==========
STATEMENT OF OPERATIONS
FOR THE FIVE DAYS ENDED AUGUST 15, 1983
INCOME $ -
OPERATING EXPENSES $ -
NET INCOME (LOSS) $ -
EARNINGS (LOSS) PER COMMON SHARE - NOTE 1 $ -
STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE FIVE DAYS ENDED AUGUST 15, 1983
BEGINNING WORKING CAPITAL - AUGUST 11, 1983 $ -
FUNDS WERE PROVIDED BY:
Sale of common stock - cash 3,000
FUNDS WERE APPLIED TO:
Increase in organization costs 50
WORKING CAPITAL - AUGUST 15, 1983 $2,950
INCREASE (DECREASE) IN WORKING CAPITAL
COMPONENTS REPRESENTED BY:
Cash $3,000
Accounts payable (50)
NET INCREASE IN WORKING CAPITAL $2,950
The accompanying notes are an integral part of these financial statements.
</TABLE>
-21-
<PAGE>
COMMUNITRA ENERGY, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 15, 1983
NOTE 1--ACCOUNTING POLICIES
Accounting Method
The Company was incorporated on August 11, 1983 under the laws of the
State of Utah.
The Company recognizes income and expenses according to the accrual method
of accounting.
Amortization of Organization Costs
The Company will amortize its organization costs by the straight line
method over a five year period.
Earnings Per Share of Common Stock
The Company computes earnings per share by the weighted average
method.
NOTE 2--COMMON STOCK
Changes in common stock are summarized as follows:
Paid-In
Common Stock Capital
Shares Amount Amount
Issued for cash 1,275,000 $1,275 $1,725
Balance - August 15, 1983 1,275,000 $1,275 $1,725
-22-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001024022
<NAME> SEAFOODS PLUS, LTD.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> SEP-30-1996 DEC-31-1995
<EXCHANGE-RATE> 1 1
<CASH> 1,214 1,221
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 1,214 1,221
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,214 1,214
<CURRENT-LIABILITIES> 3,656 501
<BONDS> 0 0
0 0
0 0
<COMMON> 2,000 2,000
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 1,221 1,221
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (3,163) (8,577)
<EPS-PRIMARY> (0.01) (0.01)
<EPS-DILUTED> (0.01) (0.01)
</TABLE>
