U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
ICON SYSTEMS, INC.
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(Name of Small Business Issuer as specified in its charter)
NEVADA 87-0565018
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
N/A
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(SEC File No.)
4848 South Highland Drive, #353
Salt Lake City, Utah 84117
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 278-2805
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
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
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Business Development.
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Icon Systems, Inc. (the "Company") was organized under the laws of the
State of Utah on August 26, 1987, under the name "Loki Holding Corp." The
Company was incorporated for the primary purposes of holding funds of,
managing the administrative matters of and investing in other business
entities and engaging in any and all other lawful business.
The Company was initially authorized to issue a total of 1,000,000
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 its current Bylaws are
attached hereto 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 10,000 "unregistered" and "restricted" shares of its common stock
to an executive officer who may be deemed to have been a promoter or founder
of the Company for the total consideration of $1,000.
In April 1988, the Company's sole stockholder conveyed all of the
issued and outstanding common stock of the Company to Dynamic Video, Inc., a
Utah corporation ("Dynamic"), in consideration of 1,000,000 "unregistered" and
"restricted" shares of common stock of Dynamic. As a result of this
transaction, the Company became a wholly-owned subsidiary of Dynamic.
On August 4, 1988, the Company changed its name to "Quazon
Investment Corporation" and assigned the right to the name "Loki Holding
Corp." to Dynamic. A copy of the Articles of Amendment whereby the Company
effected this name change is attached hereto and is incorporated herein by
this reference. See the Exhibit Index, Part III.
In October 1989, the Company issued an additional 52,500
"unregistered" and "restricted" shares of its common stock to Dynamic (which
had changed its name to "Loki Holding Corp."), for payment of $3,150.
Dynamic was incorporated under the laws of the State of Utah on June
26, 1981. Commencing in November 12, 1986, 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, Dynamic
had publicly offered and sold an aggregate total of 3,250,000 shares of its
common stock to public investors who were residents of the State of Utah, at a
price of two cents ($0.02) per share. The offering was subsequently completed
with the Company receiving aggregate gross proceeds of $65,000, before payment
of legal, accounting and printing expenses.
Following the completion of its public offering, Dynamic was engaged
in the business of operating a video rental outlet. These operations were
unsuccessful and in 1990 the Board of Directors of Dynamic determined to
distribute Dynamic's shares of the Company to Dynamic's stockholders as a
partial liquidating dividend, in the ratio of one share of the Company for
every 10 shares held of record on May 25, 1990. Dynamic filed with the Utah
Securities Division (the "Division") a reorganization exemption application
under Rule 14.2p-1 of the rules of the Division. No objection was received
from the Division in accordance with its rules and on June 23, 1990, the
stockholders of Dynamic approved the partial liquidating dividend as proposed.
Each of the stockholders also executed a certificate of residency representing
that he or she was a bona fide resident of the State of Utah.
On June 23, 1990, the Board of Directors and the stockholders of the
Company resolved to (i) amend its Articles of Incorporation to change the name
of the Company to "Quazon International Corporation;" and (ii) issue 100,000
"unregistered" and "restricted" shares of common stock to Steven D. Moulton, a
stockholder, President and director of the Company, in consideration of office
equipment and the cancellation of debt. A total of 62,500 shares were voted
in favor of the amendment, with none voted against and none abstaining. A
copy of the Articles of Amendment whereby the Company effected this name
change is attached hereto and is incorporated herein by this reference. See
the Exhibit Index, Part III.
The Board of Directors of the Company unanimously resolved on March
13, 1991, to (i) increase its authorized capital from 1,000,000 shares to
100,000,000 shares of common stock, with the par value to remain at one mill
($0.001) per share; and (ii) call a special meeting of stockholders to vote on
the increase. At a special meeting held on March 25, 1991, the stockholders
of the Company voted to adopt the increase, with 500,000 shares voting in
favor, no shares voting against and none abstaining. A copy of the Articles
of Amendment whereby the Company effected this increase is attached hereto and
is incorporated herein by this reference. See the Exhibit Index, Part III.
On March 29, 1991, the Board of Directors unanimously resolved to
amend the Company's Articles of Incorporation to authorize the issuance of
10,000,000 shares of preferred stock having a par value of $0.001 per share,
with the Board of Directors having the authority to divide the preferred stock
into series and fix the relative rights and preferences between the series.
The stockholders of the Company approved the proposed amendment on April 8,
1991, with 500,000 of the 682,500 issued and outstanding shares of common
stock voting in favor and none voting against or abstaining. As of the date
of this Registration Statement, the Board of Directors has not fixed the
rights and preferences of the Company's preferred stock and no shares of
preferred stock have been issued. A copy of the Articles of Amendment whereby
the Company authorized the class of preferred stock is attached hereto and is
incorporated herein by this reference. See the Exhibit Index, Part III.
A special meeting of the Company's stockholders was held on August
15, 1991. At the meeting, a majority of the stockholders voted (i) to elect
the following persons as directors and executive officers of the Company: Jay
A. Tompkins (director and President); Barbara A. Tompkins (director and Vice
President); and Lynda C. Plemons (director and Secretary/Treasurer); (ii) to
change the name of the Company to "Tompkins Environmental Corporation;"
(iii)to change the Company's business address; (iv) to add "environmental
work" as a purpose of the Company; and (v) to acquire all of the issued and
outstanding shares of stock of Tompkins Environmental Corporation, an Oklahoma
corporation ("Tompkins Oklahoma"), in consideration of the issuance of
10,000,000 "unregistered" and "restricted" shares of the Company's common
stock to the former stockholders of Tompkins Oklahoma. A copy of the Articles
of Amendment whereby the Company effected this name change is attached hereto
and is incorporated herein by this reference. See the Exhibit Index, Part
III.
The new management of the Company intended to engage in the business
of hazardous waste disposal and building demolition. However, no such
business was ever undertaken and the Company has had no business operations at
any time. The Company was involuntarily dissolved by the State of Utah on
October 11, 1994, for failure to maintain a registered agent in the State.
On October 12, 1995, acting in response to a Verified Application filed
by Kevin Boyer, a stockholder of the Company, the Third Judicial District
Court of the State of Utah (the "Court")entered an Order that an annual
meeting of the stockholders of the Company be held for the sole purpose of
electing from among such persons as might be nominated to stand for election
from the floor at the meeting, three directors to serve until the next annual
meeting of stockholders or until their successors are elected (or appointed)
and qualified. The Order further provided that such shares as were owned by
the record registered owners of the Company's common stock as shown on its
then-current stockholder list and which shares were present in person or by
proxy at the meeting would constitute a quorum to conduct the meeting. A
majority of the issued and outstanding shares represented at the meeting,
which was held on October 24, 1995, were voted to elect Kevin Boyer, Diane
Reed and Steven D. Moulton directors of the Company. The Court issued an
Order Confirming Election of Directors on November 6, 1995.
Also on October 24, 1995, the directors of the Company unanimously
resolved to (i) appoint the following persons as executive officers, to serve
until their successors are elected and qualified or until their prior
resignation or termination: Kevin Boyer (President); Diane Reed (Vice
President); Steven D. Moulton (Secretary/Treasurer); (ii) authorize Steven D.
Moulton to execute all documents necessary to reinstate the Company in the
State of Utah; (iii) authorize Kevin Boyer and Steven D. Moulton to open and
maintain a bank account in the Company's name; (iv) change the principal
mailing address of the Company to its present address (v) issue 5,000,000
"unregistered" and "restricted" shares each to QBC Holding Corporation, doing
business as Wasatch Consulting Group ("Wasatch") and B.W. Blackstone, Ltd.
("Blackstone") for services rendered (vi) issue 2,000,000 "unregistered" and
"restricted" shares to Kevin Boyer for services rendered; (vii) abandon
Tompkins Oklahoma; and (viii) appoint Western States Transfer and to terminate
Atlas Stock Transfer as the Company's transfer agent. Steven D. Moulton is
the President, a director and a 9% stockholder of Wasatch.
The Company was reinstated in the State of Utah on October 25, 1995.
At an annual meeting held on September 14, 1996, a majority of the
stockholders of the Company voted to (i) elect Michelle Wheeler, Jeff Taylor
and Steven D. Moulton directors until the next annual meeting of stockholders
or until their successors are elected and qualified; (ii) effect a reverse
split of the Company's common stock on the basis of one share for 1,000, while
retaining the authorized capital at 100,000,000 at the par value at one mill
($0.001) per share, with appropriate adjustments to the additional paid in
capital and stated capital accounts of the Company, and with no stockholder's
holdings to be reduced below 50 shares as a result of the reverse split; (iii)
change the name of the Company to "Icon Systems, Inc.;" (iv) issue 3,000,000
post-split "unregistered" and "restricted" shares of common stock to Wasatch
Consulting Group for services rendered and for the payment of $10,000 to the
Company; and (v) change the domicile of the Company from the State of Utah to
the State of Nevada. A copy of the Articles of Amendment effecting the
reverse split and the name change is attached hereto and is incorporated
herein by this reference. See the Exhibit Index, Part III.
The annual meeting of the Board of Directors of the Company was held
immediately after the annual meeting of the stockholders. At the meeting, a
majority of the Board of Directors voted: (i) to elect the following persons
to serve as executive officers of the Company until the next annual meeting of
the directors or until their successors are elected and qualified or until
their earlier resignation or termination: Michelle Wheeler (President); Jeff
Taylor (Vice President); and Steven D. Moulton (Secretary/Treasurer); (ii) to
approve the above-referenced issuance of 3,000,000 post-split "unregistered"
and "restricted" shares to Wasatch; (iii) to form a wholly-owned subsidiary in
the State of Nevada to effectuate the change of domicile; and (iv) to appoint
the executive officers of the Company to serve in the same capacities for the
wholly-owned subsidiary.
On September 24, 1996, the Company filed in the State of Nevada
Articles of Merger whereby the Company was merged into Icon Systems, Inc., a
Nevada corporation that was formed with authority to issue 100,000,000 shares
of $0.001 par value common voting stock and 10,000,000 shares of $0.001 par
value preferred stock, solely for the purpose of changing the Company's
domicile ("Icon Nevada"); this act was undertaken pursuant to a joint consent
of the Boards of Directors of the Company and Icon Nevada, dated September 18,
1996. Each outstanding share of the Company's common stock was exchanged for
one share of common stock of Icon Nevada. The Articles of Merger were filed
with the State of Utah on September 30, 1996. Copies of the Articles of
Incorporation and the Bylaws of Icon Nevada and the Joint Consent of Directors
of the Company and Icon Nevada, by which the companies adopted a Plan of
Merger, are attached hereto and are incorporated herein by this reference. See
the Exhibit Index, Part III. For the purposes of this Registration Statement,
"the Company" shall be deemed to be Icon Nevada for all events occurring after
September 24, 1996.
The Board of Directors of the Company unanimously resolved on
October 10, 1996, to issue 500,000 "unregistered" and "restricted" post-split
shares of common stock to each of the following persons for services rendered:
Diane Reed; Michelle Wheeler; Jeff Taylor; and Steven D. Moulton. The Board
of Directors further resolved that the Company borrow $5,000 from Wasatch in
exchange for a promissory note, payable on demand, and bearing interest at the
rate of 10% per annum. On October 29, 1996, the amount of the loan was
increased to $10,000. See the Index to Financial Statements, Part F/S of this
Registration Statement.
On October 28, 1996, the Company filed with the Secretary of State
of the State of Nevada a Certificate of Amendment clarifying an inadvertent
inconsistency in its Articles of Incorporation which had authorized the
issuance of 100,000,000 shares of common stock and 10,000,000 shares of
preferred stock, with the subsequent statement that "all stock of the
[Company] shall be of the same class and shall have the same rights and
preferences." The Certificate of Amendment corrected this inconsistency by
deleting this clause from the Company's Articles of Incorporation. A copy of
the Certificate of Amendment is attached hereto and is incorporated herein by
this reference. See the Exhibit Index, Part III.
Business.
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The Company has never engaged in any substantive business
operations. 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. 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, or contract.
Even if stockholder approval is sought, Wasatch beneficially owns
approximately 60% 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
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 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 extremely limited current assets
and 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. 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 transact
on 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 extremely limited resources, and is unlikely
to have any significant 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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From 1984 to 1990, Steven D. Moulton, a director and the
Secretary/Treasurer of the Company, served as a director and executive officer
of several publicly-held development stage companies including Safron, Inc.
(director and Vice President); Sagitta Ventures (director and President);
Jasmine Investments (director and President); and Onyx Holdings Corporation
(director and President). From 1991 to 1994, Mr. Moulton was a director and
President of Omni International Corporation, which is currently known as
"Beachport Entertainment Corporation." Since 1995, he has served as director
and executive officer of the Company (director and Secretary/Treasurer) and
Wasatch International Corporation (director and President). Mr. Moulton
resigned from his positions with Wasatch International Corporation in July,
1996. In addition, Mr. Moulton was the President and a director of the
Company from its inception to July 31, 1991.
Other than the Company, neither Michelle Wheeler nor Jeff Taylor has
been involved as a director, executive officer or five percent stockholder of
any "blank check" company in the last ten years.
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.
Extremely Limited Assets; No Source of Revenue. The Company has
virtually no assets and has had no revenue in either of its two most recent
fiscal years or to the date hereof. Nor will the Company receive any revenues
until it completes an acquisition, reorganization or merger, at the earliest.
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 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 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 virtually no 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.
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.
Conflicts of Interest; Related Party Transactions. 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.
Voting Control. Due to its ownership of a majority of the shares of
the Company's outstanding common stock, Wasatch 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. Although the
Company intends to submit for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no 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 stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years),
or with average revenues of less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's
common stock in the last 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 OTC Bulletin
Board of 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.
- --------------------------------
The extremely 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 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
the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
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.
- --------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
- --------------------------------
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 these
endeavors; however, the Company, having virtually no assets or cash reserves,
will no doubt be at a competitive disadvantage in competing with entities
which have recently completed IPO's, have significant cash resources and have
operating histories when compared with the complete lack of any substantive
operations by 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.
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 Wasatch, 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
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.
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 fiscal years. The Company's plan
of operation for the next 12 months is 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 arm's length
transaction. As of the date of this Registration Statement, the Company has
not begun seeking any 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 approximately $12,000, the Company
has no appreciable assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its Secretary/Treasurer, Steven D. Moulton, 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, in the State of Nevada, and 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 Mr. Moulton of providing the use of his office and telephone have been
minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
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 December 6,
1996:
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ---------------- ---------------------------- --------
<S> <C> <C>
Steven D. Moulton 500,000 (1) 9.9%
4848 S. Highland Dr., #353
Salt Lake City, Utah 84117
Diane Reed 500,000 9.9%
2201 Hugo Avenue
Salt Lake City, Utah 84117
Jeff Taylor 500,000 9.9%
1879 Siggard Drive
Salt Lake City, Utah 84106
Wasatch Consulting Group 3,005,000 59.8%
4848 S. Highland Dr., #353
Salt Lake City, Utah 84117
Michelle Wheeler 500,000 9.9%
4817 S. Fortuna Way
Salt Lake City, Utah 84127
--------- -----
TOTALS 5,005,000 99.4%
</TABLE>
(1) Due to his status as a director and the President of Wasatch, Mr. Moulton
may also be deemed to control Wasatch, which owns 59.8% of the Company's
issued and outstanding common stock. See the caption "Business Development"
of this Registration Statement.
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of December 6, 1996:
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ---------------- ---------------------------- ----------
<S> <C> <C>
Steven D. Moulton 500,000 (1) 9.9%
4848 S. Highland Dr., #353
Salt Lake City, Utah 84117
Jeff Taylor 500,000 9.9%
1879 Siggard Drive
Salt Lake City, Utah 84106
Michelle Wheeler 500,000 9.9%
4817 S. Fortuna Way
Salt Lake City, Utah 84127
----- -----
All directors and executive
officers as a group (3) 1,500,000 29.7%
</TABLE>
(1) Due to his status as a director and the President of Wasatch, Mr. Moulton
may also be deemed to control Wasatch, which owns 59.8% of the Company's
issued and outstanding common stock. See the caption "Business Development"
of this Registration Statement.
See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, for information concerning the offices or other capacities in
which the foregoing persons serve with the Company.
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 May 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>
Michelle Wheeler President 9/96 *
Director 9/96 *
Jeff Taylor Vice President 9/96 *
Director 9/96 *
Steven D. Moulton Secretary/ 10/95 *
Treasurer 10/95 *
Director 10/95 *
</TABLE>
* These persons presently serve in the capacities
indicated.
Business Experience.
- --------------------
Michelle Wheeler, Director and President. Ms. Wheeler, age 30, is a
1991 graduate of the University of Utah, where she received a B.S. degree in
Communications. From July, 1991 through January, 1994, she was a reservation
agent for Delta Airlines in Salt Lake City, Utah. Since then, she has been a
homemaker. Ms. Wheeler has NASD series 6 and 63 licenses.
Jeff Taylor, Director and Vice President. Mr. Taylor is 31 years of
age. He graduated from Hiram Johnson High School in Sacramento, California,
in 1983. From 1988 to 1991, he was employed as an auto painter at Fabrication
Specialties in Sacramento. In 1991, Mr. Taylor moved his family to Utah. Mr.
Taylor has an A.S. degree from Utah Valley State College and is currently
enrolled in the College of Nursing at the University of Utah. He plans to
pursue a masters degree in Nurse Anesthesia.
Steven D. Moulton, Director and Secretary/Treasurer. Mr. Moulton is
34 years of age. He graduated from Olympus High School in Salt Lake City,
Utah in 1980. From 1984 to 1990, he served as a director and executive
officer of several publicly-held development stage companies including Safron,
Inc. (director and Vice President); Sagitta Ventures (director and President);
Jasmine Investments (director and President); and Onyx Holdings Corporation
(director and President). From 1991 to 1994, Mr. Moulton was a director and
President of Omni International Corporation, which is currently known as
"Beachport Entertainment Corporation." Since 1995, he has served as director
and executive officer of the Company (director and Secretary/Treasurer) and
Wasatch International Corporation (director and President). Mr. Moulton
resigned from his positions with Wasatch International Corporation in July,
1996. With the exception of Sagitta Ventures, Omni International Corporation
and the Wasatch International Corporation, none of these companies was subject
to the reporting requirements of the Securities and Exchange Commission. Mr.
Moulton owned and operated a Chem-Dry carpet cleaning franchise from 1991 to
1995. In addition, Mr. Moulton was the President and a director of the
Company from its inception until his resignation on July 31, 1991.
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;
(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
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
-----------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities All
Other Underlying Other
Name and Year or Annual Restricted Options/ LTIP Compen-
Principal Period Salary Bonus Compen- Stock SAR's (#) Payouts sation
Position Ended ($) ($) sation($) Awards($) (1) ($)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michelle Wheeler 6/30/95 0 0 0 0 0 0 0
President 6/30/96 0 0 0 0 0 0 0
Director 10/31/96 0 0 0 (1) 0 0 0
Jeff Taylor 6/30/95 0 0 0 0 0 0 0
Vice President, 6/30/96 0 0 0 0 0 0 0
Director 10/31/96 0 0 0 (1) 0 0 0
Steven D.
Moulton 6/30/95 0 0 0 0 0 0 0
Sec./Treasurer, 6/30/96 0 0 0 (3) 0 0 0
Director 10/31/96 $1,500(4) 0 0 (1),(2) 0 0 0
Kevin Boyer, 6/30/95 0 0 0 0 0 0 0
Former President 6/30/96 0 0 0 (3) 0 0 0
Former Director 10/31/96 0 0 0 0 0 0 0
Jay A. Tompkins 6/30/95 0 0 0 0 0 0 0
Former President 6/30/96 0 0 0 0 0 0 0
Former Director 10/31/96 0 0 0 0 0 0 0
Diane Reed 6/30/95 0 0 0 0 0 0 0
Former Vice Pres.6/30/96 0 0 0 0 0 0 0
Former Director 10/31/96 0 0 0 (1) 0 0 0
</TABLE>
(1) In October, 1996, 500,000 post-split "unregistered" and
"restricted" shares of the Company's common stock were
issued to each of these persons in consideration of
services rendered. See the caption "Business Development"
of this Registration Statement.
(2) In September, 1996, the Company issued 3,000,000 post-split
"unregistered" and "restricted" shares of common stock to
QBC Holding Corporation, doing business as Wasatch Consulting
Group ("Wasatch"), a corporation of which Mr. Moulton is the
President, a director and a 9% stockholder, in consideration of
services rendered and the payment of $10,000. See the caption
"Business Development" of this Registration Statement.
(3) In October, 1995, 5,000,000 shares of "unregistered" and
"restricted" common stock were issued to Wasatch and
Blackstone in consideration of services rendered.
At the same time, 2,000,000 "unregistered" and "restricted"
shares were issued to Mr. Boyer, also in consideration of
services rendered.
(4) Commencing in October, 1996, the Company has paid Mr. Moulton a
salary of $500 per month for services rendered to the Company.
With the exception of the sum of $500 per month payable to Mr.
Moulton commencing in October, 1996, no cash compensation, deferred
compensation or long-term incentive plan awards were issued or granted to the
Company's management during the fiscal years ended June 30, 1996, or 1995, 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 fiscal 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, each of the current
directors and executive officers and certain of the Company's former directors
and executive officers has received "unregistered" and "restricted" shares of
the Company's common stock in consideration of services rendered and Wasatch,
an entity that may be deemed to be an affiliate of Steven D. Moulton, has
received an aggregate of 3,005,000 "unregistered" and "restricted" post-split
shares in consideration of services rendered and the sum of $10,000. See the
captions "Business Development" and "Executive Compensation" of this
Registration Statement.
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 the caption
"Transactions with Management and Others" 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 the caption
"Transactions with Management and Others" of this Registration Statement.
Parents of the Issuer.
- ----------------------
The Company has no parents, except to the extent that Wasatch, the
principal stockholder, may be deemed to be a parent of the Company. See the
caption "Business Development" 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, see the caption
"Transactions with Management and Others" of this Registration Statement.
Item 8. Description of Securities.
- -----------------------------------
The Company has two classes of securities authorized, consisting of
100,000,000 authorized shares of one mill ($0.001) par value common voting
stock and 10,000,000 authorized shares of one mill ($0.001) par value
preferred stock. 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.
The Company has authorized a class of preferred stock having a par
value of one mill ($0.001) per share. A total of 10,000,000 shares of
preferred stock are authorized but, as of the date of this Registration
Statement, no rights or preferences have been assigned to these shares and no
shares of preferred stock have been issued.
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.
- -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers ("NASD");
however, management does not expect any public market to develop unless and
until the Company completes an acquisition or merger. In any event, no
assurance can be given that any market for the Company's common stock will
develop or be maintained. If a public 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 members of management or
Wasatch may have a substantial adverse impact on any such public market. See
the caption "Business" of this Registration Statement.
There are no outstanding options, warrants or calls to purchase any
of the authorized securities of the Company.
The sales of an aggregate of 5,012,000 "unregistered" and
"restricted" post-split shares of common stock to Wasatch, Blackstone, and
certain current and former directors and executive officers of the Company,
were the only sales of any securities of the Company during the past three
years. 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 the captions "Business Development" and "Recent Sales of
Unregistered Securities" of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 126.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock or its 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 securities.
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.
- ------------------------------------
There have been no changes in the Company's principal independent
accountant in the past two fiscal years or as of the date of this Registration
Statement.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
On October 24, 1995, the Company's Board of Directors unanimously
voted to issue 5,000,000 "unregistered" and "restricted" pre-split shares of
common stock each to Wasatch and Blackstone, in consideration of services
rendered. On the same date, the Board of Directors unanimously resolved to
issue 2,000,000 such shares to Kevin Boyer, also in consideration of services
rendered.
The stockholders and the Board of Directors authorized the issuance
of 3,000,000 post-split "unregistered" and "restricted" shares of common stock
to Wasatch in consideration of services rendered and the payment of $10,000 on
September 14, 1996.
On October 10, 1996, the Board of Directors voted to issue 500,000
post-split "unregistered" and "restricted" shares each to Diane Reed, Michelle
Wheeler, Jeff Taylor and Steven D. Moulton in consideration of services
rendered.
These shares are fully-paid and have been issued to each of these
entities. See the caption "Business Development" of this Registration
Statement.
With the exception of Wasatch and Blackstone, each of these entities
is a current or former director and executive officer of the Company and had
access to all material information regarding the Company prior to the offer or
sale of these securities. In addition, Steven D. Moulton, who is the
Secretary/Treasurer and a director of the Company, is the President, a
director and a 9% stockholder of Wasatch. The offers and sales of these
securities are believed to have been exempt from the registration requirements
of Section 5 of the Securities 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 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes
a Nevada corporation to indemnify any director, officer, employee, or
corporate agent "who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or
in the right of the corporation" due to his corporate role. Section 78.751(1)
extends this protection "against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the
right of the corporation. The party must have been acting in good faith and
with the reasonable belief that his actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification must
not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or agent
is successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense."
Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and 78.751(2) to situations in which either (1) the stockholders,
(2)the majority of a disinterested quorum of directors, or (3) independent
legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides
that the rights to indemnification and advancement of expenses shall not be
deemed exclusive of any other rights under any bylaw, agreement, stockholder
vote or vote of disinterested directors. Section 78.751(6)(b) extends the
rights to indemnification and advancement of expenses to former directors,
officers, employees and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his
corporate role.
Article VIII of the Company's Bylaws restates the above-referenced
indemnification provisions of the NRS. This right to indemnification
continues as to persons who have ceased to be agents of the Company and inures
to the benefit of such persons' heirs, executors and administrators.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
(i) Audited Financial Statements
October 31, 1996, June 30, 1996
and 1995
--------
Independent Auditors' Report
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
(Deficit)
Statements of Cash Flows
Notes to the Financial Statements
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
2 Joint Consent of Directors of Icon
Systems, Inc., a Utah corporation,
and Icon Systems, Inc., a Nevada
corporation
3.1 Articles of Incorporation of Loki
Holding Corp., filed on August 26, 1987
3.2 Articles of Amendment to Articles of
Incorporation, filed on August 4, 1988
3.3 Articles of Amendment to Articles of
Incorporation, filed on June 25, 1990
3.4 Articles of Amendment to Articles of
Incorporation, filed on March 27, 1991
3.5 Articles of Amendment to Articles of
Incorporation, filed on April 17, 1991
3.6 Articles of Amendment to Articles of
Incorporation, filed on September 27, 1991
3.7 Articles of Amendment to Articles of
Incorporation, filed on September 18, 1996
3.8 Articles of Incorporation of Icon Systems,
Inc., a Nevada corporation, filed on
September 24, 1996
3.9 Bylaws of Icon Systems, Inc., a Nevada
corporation
3.10 Certificate of Amendment to Articles of
Incorporation, filed on October 28, 1996
27 Financial Data Schedule
</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.
ICON SYSTEMS, INC.
Date: 12-15-96 By /s/ Michelle Wheeler
------------------------
Michelle Wheeler, Director
and President
Date: 12-15-96 By /s/ Jeff Taylor
------------------------
Jeff Taylor, Director and Vice
President
Date: 12-15-96 By /s/ Steven B. Moulton
------------------------
Steven D. Moulton,
Director and Secretary/Treasurer
JONES, JENSEN
[LOGO} & COMPANY
------------------
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
----------------------------------
The Board of Directors
Icon Systems, Inc.
(Formerly Tompkins Environmental Corporation)
Salt Lake City, Utah
We have audited the accompanying balance sheets of Icon Systems, Inc.
(formerly Tompkins Environmental Corporation) (a development stage company) as
of October 31, 1996 and June 30, 1996 and 1995, and the related statements of
operations, stockholders' equity (deficit), and cash flows for the four months
ended October 31, 1996 and for the years ended June 30, 1996, 1995 and 1994
and for the period from inception on August 26, 1987 through October 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Icon Systems, Inc. (formerly
Tompkins Environmental Corporation) (a development stage company) as of
October 31, 1996 and June 30, 1996 and 1995, and the results of its operations
and its cash flows for the four months ended October 31, 1996 and for the
years ended June 30, 1996, 1995 and 1994 and for the period from inception on
August 26, 1987 through October 31, 1996, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raise substantial doubt about its
ability to continue as a going concern. Management's plans with regard to
these matters are also described in the Note 3. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
November 19, 1996
50 South Main Street, Suite 1450, Salt Lake City, Utah 84144
Telephone (801) 3328-4408 * Facsimile (801) 328-4461
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
FINANCIAL STATEMENTS
October 31, 1996, June 30, 1996 and 1995<PAGE>
C O N T E N T S
Independent Auditors' Report......................................3
Balance Sheets....................................................4
Statements of Operations......................................... 5
Statements of Stockholders' Equity (Deficit)..................... 6
Statements of Cash Flow..........................................10
Notes to the Financial Statements................................12
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Balance Sheets
ASSETS
---------------
June 30,
October 31, --------------------
1996 1996 1995
------------ --------- ----------
CURRENT ASSETS
Cash $ 11,884 $ - $ -
Prepaid expenses 656 - -
------------ --------- ----------
Total Current Assets 12,540 - -
------------ ---------- ----------
TOTAL ASSETS $ 12,540 $ - $ -
============ ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
------------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 3,666 $ - $ -
Accrued interest 34 - -
Note payable - related
party (Note 2) 10,000 - -
------------- ---------- ----------
Total Current Liabilities 13,700 - -
------------- ---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 10,000,000
preferred shares at $0.001 par
value authorized; -0- outstanding - - -
Common stock authorized: 100,000,000
common shares at $0.001 par value;
at October 31, 1996 and June 30,
1996 and 1995; 5,027,563, 27,563
and 12,633 shares issued and
outstanding, respectively 5,027 27 10
Capital in excess of par value 356,038 344,438 332,455
Deficit accumulated during the
development stage (362,225) (344,465) (332,465)
------------- ----------- ---------
Total Stockholders'
Equity (Deficit) (1,160) - -
------------- ----------- ---------
TOTAL LIABILITIES, AND
STOCKHOLDERS EQUITY (DEFICIT) $ 12,540 $ - $ -
============= =========== =========
The accompanying notes are an integral part of these financial statements.
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From Inception
For the Four on August 26,
Months Ended For the Years Ended June 30, 1987 through
October 31, -------------------------------- October 31,
1996 1996 1995 1994 1996
------------- ----------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
------------- ---------- --------- ---------- ---------------
EXPENSES
General and
administrative (17,726) - - - (17,726)
------------- ---------- ---------- ---------- ---------------
OTHER INCOME
(EXPENSES)
Interest expenses (34) - - - (34)
------------- ---------- ---------- ---------- ---------------
Total Other Income
Income (Expenses) (34) - - - (34)
------------- ---------- ----------- ---------- --------------
Income (Loss) From
Continuing Operations (17,760) - - - (17,760)
------------- ---------- ----------- ----------- --------------
Income (Loss) From
Discontinued
Operations - (12,000) - - (344,465)
------------- ---------- ----------- ---------- --------------
NET LOSS $ (17,760) $ (12,000) $ - $ - $ (362,225)
============= ========== =========== ========== ==============
LOSS PER SHARE $ (0.01) $ (0.53) $ (0.00) $ (0.00)
============= ========== =========== ==========
WEIGHTED AVERAGE
NUMBER OF SHARES 1,515,368 22,859 12,633 12,633
============= ========== =========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Common Stock Capital in During the
------------------- Excess of Development
Shares Amount Par Value Stage
-------- --------- ------------ -----------
Balance at inception on
August 26, 1987 - $ - $ - $ -
Issuance of 12 shares of common
stock to an officer for cash
valued at approximately $83.33
per share 12 - 1,000 -
Net loss from inception on
August 26, 1987 through
June 30, 1988 - - - (914)
--------- --------- ------------ ----------
Balance, June 30, 1988 12 - 1,000 (914)
Net loss for the year ended
June 30, 1988 - - - (2,299)
--------- ---------- ------------- ----------
Balance, June 30, 1989 12 - 1,000 (3,213)
Issuance of 65 shares of common
stock for cash, valued at
approximately $48.46 per share 65 - 3,150 -
Issuance of 125 shares of
common stock to shareholder
for office equipment and stock
of Alco Investment Corporation
and cash of $750 125 - 7,840 -
Net loss for the year ended
June 30, 1990 - - - (3,245)
----------- --------- ---------- -----------
Balance, June 30, 1990 202 $ - $ 11,990 $ (6,458)
----------- --------- ---------- -----------
The accompanying notes are an integral part of these financial statements.
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Capital in During the
--------------------- Excess of Development
Shares Amount Par Value Stage
---------- ---------- ---------- ----------
Balance, June 30, 1990 202 $ - $ 11,990 $ (6,458)
Contribution of non-marketable
securities by officer - - 750 -
Contribution and cancellation of
shares by officer (106) - - -
Issuance of 6 shares for cash
valued at approximately $333.33
per share 6 - 2,000 -
Issuance of 246 shares of
common stock to shareholder
and 500 shares of common
stock to QBC Holding Corp.
for $600 in cash 747 1 599 -
Expenses paid on behalf of
the Company by shareholder - - 1,636 -
Net loss for the year ended
June 30, 1991 - - - (10,518)
---------- ---------- ---------- ----------
Balance, June 30, 1991 849 1 16,975 (16,976)
Shares contributed to the
Company and cancelled by
the shareholders (788) (1) 1 -
Purchase of subsidiary for the
issuance of 12,569 shares of
common stock valued at
approximately $25.10 per share 12,569 10 315,479 -
Net loss for the year ended
June 30, 1992 - - - (276,103)
---------- ---------- ---------- ----------
Balance, June 30, 1992 12,630 $ 10 $ 332,455 $(293,079)
---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial statements.
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Capital in During the
---------------------- Excess of Development
Shares Amount Par Value Stage
---------- ---------- ---------- -----------
Balance, June 30, 1992 12,630 $ 10 $ 332,455 $ (293,079)
Net loss for the year ended
June 30, 1993 - - - (39,386)
---------- ---------- ---------- -----------
Balance, June 30, 1993 12,630 10 332,455 (332,465)
Net loss for the year ended
June 30, 1994 - - - -
---------- ---------- ---------- -----------
Balance, June 30, 1994 12,630 10 332,455 (332,465)
Net loss for the year ended
June 30, 1995 - - - -
---------- ---------- ---------- -----------
Balance, June 30, 1995 12,630 10 332,455 (332,465)
Issuance of 14,933 shares of
common stock for services
rendered valued at approximately
$0.80 per share 14,933 17 11,983 -
Net loss for the year ended
June 30, 1996 - - - (12,000)
----------- ---------- ---------- ----------
Balance, June 30, 1996 27,563 $ 27 $344,438 $(344,465)
----------- ---------- --------- ----------
The accompanying notes are an integral part of these financial statements.
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Capital in During the
----------------------- Excess of Development
Shares Amount Par Value Stage
----------- ---------- ---------- -----------
Balance, June 30, 1996 27,563 $ 27 $ 344,438 $ (344,465)
Issuance of 3,000,000 shares
of common stock for cash
valued at approximately
$0.0033 per share 3,000,000 3,000 7,000 -
Issuance of 2,000,000 shares of
common stock for services
rendered valued at $0.0033
per share 2,000,000 2,000 4,600 -
Net loss for the four
months ended
October 31, 1996 - - - (17,760)
---------- ---------- ---------- ------------
Balance, October 31, 1996 5,027,563 $ 5,027 $ 356,038 $ (362,225)
========== ========== ========== ============
The accompanying notes are an integral part of these financial statements.
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From Inception
For the Four on August 26,
Months Ended For the Years Ended June 30, 1987 Through
October 31, --------------------------------- October 31,
1996 1995 1994 1996 1996
------------ ----------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (17,760) $ (12,000) $ - $ - $ (362,225)
Depreciation - - - - 59,907
Stock issued for services 6,600 12,000 - - 18,600
Loss on disposition of
assets - - - - 9,352
(Increase) decrease in
prepaid expenses and
other assets (656) - - - (656)
Increase (decrease) in
accounts payable 3,666 - - - 3,666
Increase (decrease) in
accrued interest 34 - - - 34
------------ ---------- --------- ---------- -------------
Cash Provided (Used) by
Operating Activities (8,116) - - - (271,322)
------------ ---------- ---------- ---------- -------------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of equipment - - - - (13,368)
Sale of equipment - - - - 7,090
----------- ----------- ---------- ----------- ------------
Cash Provided (Used) by
Investing Activities - - - - (6,278)
----------- ----------- ---------- ----------- ------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from notes
payable 10,000 - - - 160,000
Payment on notes payable - - - - (43,764)
Payment of loan from
officer - - - - (61,884)
Issuance of common stock 10,000 - - - 158,382
Proceeds of loan from
officer - - - - 76,750
----------- ----------- ----------- ----------- -----------
Cash Provided (Used) by
Financing Activities $ 20,000 $ - $ - $ - $ 289,484
----------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
From Inception
For the Four on August 26,
Months Ended For the Years Ended June 30, 1987 Through
October 31, --------------------------------- October 31,
1996 1996 1995 1994 1996
------------ ----------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C>
NET INCREASE (DECREASE)
IN CASH $ 11,884 $ - $ - $ - $ 11,884
CASH AT BEGINNING OF
PERIOD - - - - -
------------ ----------- ----------- --------- -------------
CASH AT END OF PERIOD $ 11,884 $ - $ - $ - $ 11,884
============ =========== =========== ========= =============
Cash Payments For:
Income taxes $ - $ - $ - $ - $ -
Interest $ - $ - $ - $ - $ -
Non Cash Financing
Activities:
Stock issued for services $ 6,600 $ 12,000 $ - $ - $ 18,600
Stock issued for
equipment $ - $ - $ - $ - $ 7,214
Stock issued for
subsidiary $ - $ - $ - $ - $ 315,489
</TABLE>
The accompanying notes are an integral part of these financial statements.
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Notes to the Financial Statements
October 31, 1996, June 30, 1996 and 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Icon Systems, Inc. (formerly
Tompkins Environmental Corporation). The Company was incorporated as Loki
Holding Corporation under the laws of the State of Utah on August 26, 1987 and
on August 4, 1988 changed its name to Quazon Investment Corporation. On April
15, 1988 the Company became a wholly-owned subsidiary of Loki Holding
Corporation (formerly Dynamic Video, Inc.). On May 25, 1990 the Company was
"spun off" in a partial liquidating dividend. In June of 1990 the Company
acquired Alco Investment Corporation. On January 7, 1991 the Company sold
Alco Investment Corporation to a company owned by a major shareholder. On
September 24, 1996, the Company changed its name to Icon Systems, Inc. and
changed its State of incorporation to Nevada.
On August 15, 1991 the Company acquired all of the shares of Tompkins
Environmental Corporation (Tompkins) in exchange for 10,000,000 pre-split
shares of the Company's authorized but previously unissued common stock (See
Note 2). The Company's name was changed to Tompkins Environmental
Corporation. The Company was engaged in disaster cleanup operations. On
October 25, 1995, Tompkins was involuntarily dissolved and abandoned. All
operations associated with Tompkins have been accounted for as discontinued
operations.
Currently the Company is seeking new business opportunities believed to hold a
potential profit or to merge with an existing company.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has adopted a June 30 year end.
c. Income (Loss) Per Share
The computations of income (loss) per share of common stock are based on the
weighted average number of shares issued and outstanding at the date of the
financial statements.
d. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statement and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
<PAGE>
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Notes to the Financial Statements
October 31, 1996, June 30, 1996 and 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Provision for Taxes
At October 31, 1996, the Company had a net operating loss carryforward
totalling approximately $358,000 that may be offset against future taxable
income through 2011. No tax benefit has been reported in the financial
statements, because the potential tax benefits of the net operating loss
carryforwards are offset by a valuation allowance of the same amount.
NOTE 2 - RELATED PARTY TRANSACTIONS
In October, 1996, a shareholder loaned the Company $10,000 to cover operating
expenses. The note payable is due on demand and accrues interest at 10%
annually. The amount due to the shareholder at October 31, 1996 was $10,000
with accrued interest of $34.
On October 24, 1995, the Company issued 12,442 to officers and directors of
the Company for services rendered valued at $0.0033 per share (See Note 5).
On September 14, 1996, the Company issued 3,000,000 post-split shares of
restricted common stock for cash to a company owned by an officer for total
consideration of $10,000.
On October 10, 1996, the Company issued 2,000,000 post-split shares of
restricted common stock to officers and directors of the Company for services
valued at $0.0033 per share.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to seek a merger with an existing, operating
company. In the interim, shareholders of the Company have committed to
meeting its minimal operating expenses.
NOTE 4 - REVERSE STOCK SPLIT
On September 14, 1996, the shareholders of the Company approved a 1-for-1,000
reverse stock split while retaining the authorized shares at 100,000,000 and
retaining the par value at $0.001. This change has been applied to the
financial statements on a retroactive basis back to inception. The Company
provided that no shareholder would be reduced below 50 shares, accordingly,
5,413 post-split fractional shares were issued. These shares have been
allocated pro-rata to previous stock issuances.
<PAGE>
ICON SYSTEMS, INC.
(Formerly Tompkins Environmental Corporation)
(A Development Stage Company)
Notes to the Financial Statements
October 31, 1996, June 30, 1996 and 1995
NOTE 5 - ISSUANCES OF COMMON STOCK
At the Company's inception, the Board of Directors authorized the issuance of
12 restricted shares of its common stock to an executive officer who may be
deemed to have been a promoter or founder of the Company for the total
consideration of $1,000.
On September 27, 1989, the Company became authorized to do business in the
State of Utah as Quazon International Corporation and changed its business
purpose to consulting in mergers and acquisitions. On September 28, 1989 the
Company issued 65 shares of restricted common stock to Loki Holding
Corporation (formerly Dynamic Video, Inc.) for $3,150 cash.
In June of 1990 the Company issued 125 shares of common stock to an officer
for equipment recorded at its depreciated cost of $7,090 and cash of $750. On
September 28, 1990 the officer contributed back to the Company 106 shares.
In September of 1990 the Company issued 6 shares of restricted common stock to
a shareholder for $2,000 in cash.
In January of 1991 the Company issued 747 shares of restricted common stock to
a shareholder for $600 in cash, and 500 shares of restricted common stock to
QBC Holding Corp. recorded at predecessor cost of $-0-.
In the year ended 1992 a shareholder contributed back to the Company 788
shares of restricted common stock.
On August 15, 1991 the Company issued 12,569 shares of restricted common stock
valued at predecessor cost of $25.10 per share for the purchase of Tompkins
Environmental Corporation.
On October 24, 1995, the Company issued 14,933 shares of restricted common
stock for services rendered valued at $0.80 per share.
On September 14, 1996, the Company issued 3,000,000 shares of restricted
common stock for cash of $0.0033 per share or total consideration of $10,000.
On October 10, 1996, the Company issued 2,000,000 shares of restricted common
stock for services rendered valued at $0.0033 per share.
Exhibit 2
JOINT CONSENT OF DIRECTORS OF
ICON SYSTEMS, INC.
(a Utah corporation)
and
ICON SYSTEMS, INC.
(a Nevada corporation)
The undersigned, being all of the duly elected and incumbent
directors of Icon Systems, Inc,, a Utah corporation ("Icon - Utah"), acting
pursuant to Section 16-10a-821 of the Utah Revised Business Corporation Act
and Icon Systems, Inc., a Nevada corporation ("Icon - Nevada"), acting
pursuant to Section 78.315 of the Nevada Revised Statutes, do hereby
unanimously consent to and adopt the following resolutions, effective as of
the latest dated signature hereof:
WHEREAS, Icon - Utah was incorporated under the laws of the State
of Nevada on August 26, 1987; and
WHEREAS, Icon - Nevada was incorporated under the laws of the
State of Nevada on September 24, 1996, by Icon - Utah, and is wholly-owned by
Icon - Utah; and
WHEREAS, Icon - Utah wishes to merge into Icon - Nevada, with Icon
- - Nevada being the surviving corporation, with the sole effect being to change
the domicile of Icon - Utah to the State of Nevada;
NOW, THEREFORE, it is hereby
RESOLVED, that the following terms of a Plan of Merger (the
"Plan") be and hereby are adopted, ratified and approved, and the
officers of Icon - Utah and Icon - Nevada are authorized to
execute any documents required or necessary to effect such merger
in the States of Utah and Nevada, to-wit:
Plan of Merger
1.1 Merger and Surviving Corporation. Icon - Utah will
merge into Icon - Nevada, with Icon - Nevada being the "Surviving
Corporation"; the separate existence of Icon - Utah shall cease, and the
name of the Surviving Corporation shall become "Icon Systems, Inc."
Until amended, modified or otherwise altered, the Articles of
Incorporation of Icon - Nevada shall continue to be the Articles of
Incorporation of the Surviving Corporation; and the Bylaws of Icon -
Nevada shall continue to be the Bylaws of the Surviving Corporation.
1.2 Share Conversion. Each outstanding or subscribed
share of common stock of Icon - Utah (the "Icon - Utah Shares") shall,
upon the effective date of the Plan, be converted into one share of
common stock of Icon Nevada.
1.3 Survivor's Succession to Corporate Rights. The
Surviving Corporation shall thereupon and thereafter possess all rights,
privileges, powers and franchises of a public as well of a private
nature, and be subject to all of the restrictions, disabilities and
duties of Icon - Utah; and all and singular, the rights, privileges,
powers and franchises of Icon - Utah, and all property, real, personal
and mixed, and all debts due to Icon - Utah on whatever account, as well
for stock subscriptions as all other things in action or belonging to
Icon - Utah shall be vested in the Surviving Corporation; and all
property, rights, privileges, powers and franchises, and all and every
other interest shall be thereafter as effectually the property of the
Surviving Corporation as they were of Icon - Utah, and the title to any
real estate vested by deed or otherwise in Icon - Utah shall not revert
or be in any way impaired by reason of the Plan; but all rights of
creditors and all liens upon any property of Icon - Utah shall be
preserved unimpaired, and all debts, liabilities and duties of Icon -
Utah shall thenceforth attach to the Surviving Corporation and may be
enforced against it to the same extent as if said debts, liabilities and
duties had been incurred or contracted by it.
1.4 Survivor's Succession to Corporate Acts, Plans,
Contracts, etc. All corporate acts, plans, policies, contracts,
approvals and authorizations of Icon - Utah and its stockholders, its
Board of Directors, committees elected or appointed by the Board of
Directors, officers and agents, which were valid and effective
immediately prior to the effective time of the Plan, shall be taken for
all purposes as the acts, plans, policies, contracts, approvals and
authorizations of the Surviving Corporation and shall be as effective
and binding thereon as the same were with respect to Icon - Utah. The
employees of Icon - Utah shall become the employees of the Surviving
Corporation and continue to be entitled to the same rights and benefits
which they enjoyed as employees of Icon - Utah.
1.5 Survivor's Rights to Assets, Liabilities, Reserves,
etc. The assets, liabilities, reserves and accounts of Icon - Utah
shall be recorded on the books of the Surviving Corporation at the
amounts at which they, respectively, shall then be carried on the books
of Icon - Utah, subject to such adjustments or eliminations of
intercompany items as may be appropriate in giving effect to the Plan.
1.6 Directors and Executive Officers of the Surviving
Corporation. On Closing, the present directors and executive officers
of Icon - Nevada shall continue to serve as such, in the same capacities
in which they served prior to the Closing, until the next respective
annual meetings of the stockholders and Board of Directors of the
Surviving Corporation, and until their respective successors shall be
elected and qualified or until their respective prior resignations or
terminations.
1.7 Principal Office. The principal executive office of
the Surviving Corporation shall be located at 4848 South Highland Drive,
#353, Salt Lake City, Utah 84117. The Surviving Corporation shall also
maintain a registered office in the State of Nevada at 502 East John
Street, Carson City, Nevada 89706.
1.8 Adoption. The Plan shall be adopted by the Board of
Directors of Icon - Nevada, the Board of Directors of Icon - Utah, which
is the parent of Icon - Nevada, and by the Icon - Utah Stockholders who
own in excess of a majority of the outstanding voting securities of Icon
- Utah..
1.9 Dissenters' Rights and Notification. The Plan is not
subject to the provisions of the Nevada Revised Statutes and the Utah
Revised Business Corporation Act respecting dissenters' rights.
1.10 Delivery of Certificates by the Icon - Utah
Stockholders. The transfer of the Icon - Utah Shares by the Icon - Utah
Stockholders shall be effected by the delivery to Icon - Nevada or its
transfer agent of certificates representing the Icon - Utah Shares
(endorsed in blank or accompanied by stock powers executed in blank,
with all signatures witnessed or guaranteed by a Medallion member bank
or broker-dealer, in the event any of the Icon - Utah shares are to be
transferred to someone other than the current record owner thereof) and
with any necessary transfer taxes and other revenue stamps affixed and
acquired at the expense of the Icon - Utah Stockholders, and on receipt
thereof to the satisfaction of the Surviving Corporation, stock
certificates representing shares in Icon - Nevada shall be issued and
delivered to the Icon - Utah Stockholders.
1.11 Further Assurances. At the Closing and from time to
time thereafter, the parties shall execute such additional instruments
and take such other action as may be reasonably required or necessary to
carry out the terms and provisions hereof.
1.12 Effective Date. The Effective Date of the Plan shall
be the date when the Articles of Merger are filed and accepted by the
Secretary of State of the State of Nevada and at such time as all
applicable provisions of the Nevada Revised Statutes have been met, and
in compliance with Section 16-10a-1104(5) of the Utah Revised Business
Coporation Act.
ICON SYSTEMS, INC., a Utah corporation
Date: 9-17-96 /s/ Michelle Wheeler
-------- --------------------
Michelle Wheeler
Date: 9-18-96 /s/ Jeff Taylor
------- ---------------
Jeff Taylor
Date: 9-17-96 /s/ Steven D. Moulton
------- ---------------------
Steven D. Moulton
ICON SYSTEMS, INC., a Nevada corporation
Date: 9-17-96 /s/ Michelle Wheeler
------- --------------------
Michelle Wheeler
Date: 9-18-96 /s/ Jeff Taylor
------- ---------------
Jeff Taylor
Date: 9-17-96 /s/ Steven D. Moulton
------- ---------------------
Steven D. Moulton
Exhibit 3.1
<Letterhead of the State of Utah appears here>
CERTIFICATE OF INCORPORATION
OF
LOKI HOLDING CORP.
The Utah Division of Corporations and Commercial Code, hereby certifies
that duplicate copies of Articles of Incorporation for the incorporation of
Loki Holding Corp.
Duly signed and verified pursuant to the provisions of the Utah Business
Corporation Act, have been received in this office and are found to conform to
law.
Accordingly, the Division of Corporations and Commercial Code, hereby
issues this Certificate of Incorporation of Loki Holding Corp.
And attaches hereto a duplicate copy of the Articles of Incorporation.
<Seal for the Division of Corporations and Commercial Code appears here>
Dated this 26th day of August, 1987.
<signature of the Director of Corporation and Commercial Code appears here>
- ---------------------------------------------------------------------------
Director, Division of Corporations and Commercial Code
<Stamp of approval of the Division of Corporations and Commercial Code of the
State of Utah Department of Business Regulation dated August 26, 1987 appears
here>
ARTICLES OF INCORPORATION
OF
LOKI HOLDING CORP.
We, the undersigned natural persons acting as incorporators of the
corporation under the Utah Business Corporations Act adopt the following
Articles of Incorporation for such corporation.
ARTICLE I
Name. The name of the corporation (hereinafter called Corporation ) is
Loki Holding Corp.
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 engage in the business of holding funds of, managing the administrative
matters of and investing in other business entities and to engage in any and
all other lawful business.
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue
1,000,000 shares of stock having a par value of One Mill ($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
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 VI
Initial Registered Office and Initial Registered Agent. The address of
the initial registered office of the Corporation is 1399 South 700 East, Suite
13, Salt Lake City, Utah 84105 and the initial registered agent of the
Corporation at such address is Steven D. Moulton.
ARTICLE VII
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 in the Corporation but shall be elected by
the stockholders of the Corporation. The number of Directors constituting the
initial Board of Directors is three (3) and the name and post office address
of the persons who shall serve as Directors until their successors are elected
and qualified are:
Steven D. Moulton
4596 Russell Street
Salt Lake City, Utah 84117
Steven Nitkowski
4216 Solitude Ridge, Unit A
West Valley City, Utah 84119
Shannon E. Harkness
1116 North 5500 West
Highland, Utah 84003
ARTICLE VIII
Incorporators. The name and post office address of each incorporator is:
Steven D. Moulton
4596 Russell Street
Salt Lake City, Utah 84117
Steven Nitkowski
4216 Solitude Ridge, Unit A
West Valley City, Utah 84119
Shannon E. Harkness
1116 North 5500 West
Highland, Utah 84003
ARTICLE IX
Preemptive Rights. There shall be no preemptive right to acquire
unissued and/or treasury share of the stock of the Corporation.
ARTICLE X
Voting of Shares. Each outstanding share of common stock of the
Corporation shall be entitled to one vote on each matter submitted to a vote
at the meeting of the stockholders. Each stockholder shall be entitled to
vote his or its shares is person or by proxy, executed in writing by such
stockholder, or by his duly authorized attorney-in-fact. At each election of
Directors, every stockholder 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 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 XI
Section 1244 Stock. Each share of stock of the Corporation which is
issued pursuant to and in compliance with these Articles of Incorporation
shall be considered to be 1244 Stock in accordance with Section 1244 of the
Internal Revenue Code of 1954 as amended.
ARTICLE XII
Control Share Acquisitions. Section 16-10-76.5 of the Utah Code
Annotated, with regard to rights concerning shareholders objecting to control
share acquisitions, shall not apply to the shares of this Corporation or to
the shareholders of this Corporation and the shareholders of the Corporation
shall not be entitled, by law or by these articles, or by the Bylaws of the
Corporation, to the rights or remedies provided by that section of the law.
/s/ Steven D. Moulton /s/ Steven D. Moulton
- --------------------- ---------------------
Steven D. Moulton, Incorporator Steven D. Moulton, Registered
Agent
/s/ Steven Nitkowski
- --------------------
Steven Nitkowski, Incorporator
/s/ Shannon E. Harkness
- -----------------------
Shannon E. Harkness, Incorporator
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
On the 25th day of August, 1987, personally appeared before me Steven D.
Moulton, Steven Nitowski and Shannon E. Harkness and duly acknowledged to me
that they are the persons who signed the foregoing instrument as incorporators
and registered agent and that they have read the foregoing instrument and know
the contents thereof and that the same is true of their own knowledge except
as the those matters upon which they operate on information and belief and as
to those matters they believe them to be true.
/s/ Willard P. Young
- --------------------
Notary Public
Residing in Salt Lake City, Utah
My Commission Expires: 12-2-89.
Exhibit 3.2
[Stamp of Utah Division of Corporations:
APPROVED by the Division of Corporations
and Commercial Code of the Utah State
Department of Business Regulation on the
4th day of August A.D. 1988. Corporate
Examiner /s/. Fees paid $35.00] [stamped EXPEDITE ]
[Stamped Received 1988 AUG - 4 PM 3:31
Division of Corporations, State of Utah]
ARTICLES OF AMENDMENT
TO THE ARTICLES OF
INCORPORATION OF
LOKI HOLDING CORPORATION
ARTICLE I
- ----------
The name of the corporation is Loki Holding Corporation .
ARTICLE II
- ---------
ARTICLE I of the Articles of Incorporation is hereby amended to read as
follows:
ARTICLE I
Name. The name of the corporation (hereinafter called 'Corporation.) is Quazon
Investment Corporation.
ARTICLE III
- -----------
On the 3rd day of August, 1988, the Board of Directors of Loki Holding
Corporation unanimously adopted these Articles of Amendment to the Articles of
Incorporation of Loki Holding Corporation.
ARTICLE IV
- ---------
On the 3rd day of August, 1988, Loki Holding Corporation had one
shareholders owning 10,000 shares of common stock which stock was voted in
favor of the proposed amendment so that there were 10,000 shares for the
amendment, no shares against and no shares abstaining.
ARTICLE V
- ---------
These Articles of Amendment to do change the capitalization of the
corporation.
/s/Steven D. Moulton
- --------------------
Steven D. Moulton, President
/s/ Shannon E. Moulton
- ----------------------
Shannon E. Moulton, Secretary
<PAGE>
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
On the 3rd day of August, 1988, personally appeared before me Steven D.
Moulton and Shannon E. Moulton and duly acknowledged to me that they are the
persons who signed the foregoing instrument as President and Secretary and
that they have read the foregoing instrument and know the contents thereof and
that the same is true of their own knowledge except as to those matters upon
which they operate on information and belief and as to those matters believe
them to be true.
/S/ Kellie Heines
- ---------------
NOTARY PUBLIC
Residing in Salt Lake City, Utah.
My Commission Expires: 8/01/90
[Notary Stamp appears here]
Exhibit 3.3
ARTICLES OF AMENDMENT
TO THE ARTICLES OF
INCORPORATION OF
QUAZON INVESTMENT CORPORATION
ARTICLE I
- ---------
The name of the corporation is Quazon Investment Corporation .
ARTICLE II
- ----------
ARTICLE I of the Articles of Incorporation is hereby amended to read as
follows:
ARTICLE I
Name. The name of the corporation (hereinafter called Corporation ) is
Quazon International Corporation.
ARTICLE III
- -----------
On the 23rd dat of June, 1990, the Board of Directors of Quazon
Investment Corporation unanimously adopted these Articles of Amendment to the
Articles of Incorporation of Quazon Investment Corporation.
ARTICLE IV
- ----------
On the 23rd day of June, 1990, Quazon Investment Corporation had two
shareholders owning 62,500 shares of common stock which stock was voted in
favor of the proposed amendment, no shares against and no shares abstaining.
ARTICLE V
- ---------
These Articles of Amendment to do change the capitalization of the
corporation.
/s/ Steven D. Moulton
- ---------------------
Steven D. Moulton, President
/s/ Shannon E. Mouton
- ---------------------
Shannon E. Moulton, Secretary
<Stamp of approval of the Division of Corporations and Commercial Code of the
State of Utah Department of Business Regulation dated June 25, 1990 appears
here>
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
On the 23rd day of June, 1990, personally appeared before me Steven D.
Moulton and Shannon E. Moulton and duly acknowledged to me that they are the
persons who signed the foregoing instrument as the President and Secretary and
that they have read the foregoing instrument and know the contents thereof and
that the same is true of their own knowledge except as the those matters upon
which they operate on information and belief and as to those matters they
believe them to be true.
/s/ Kellie Humes
- ----------------
Notary Public
Residing in Salt Lake City, Utah.
My Commission Expires: 8-05-91.
<Notary Public Stamp of Kellie Humes appears here>
<Stamp of the State of Utah Division of Commercial Code appears here>
State of Utah Department of Corporations and Commercial Code
I Certify the foregoing has been filed and accepted in the office of the
Division Pursuant to Utah Statute, and hereby issue this Certificate of
Amendment this 25th day of June A.D. 1990.
/s/ Peter Van Alstyne
- ---------------------
Peter Van Alstyne
Division Director
Exhibit 3.4
<Stamp of approval of the Division of Corporations and Commercial Code of the
State of Utah Department of Business Regulation dated March 27, 1991 appears
here>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF
INCORPORATION OF
QUAZON INTERNATIONAL CORPORATION
ARTICLE I
- ---------
The name of the corporation is Quazon International Corporation .
ARTICLE II
- ----------
ARTICLE IV of the Articles of Incorporation is hereby amended to read as
follows:
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue 100,000,000
shares of stock having a par value of One Mil ($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 III
- -----------
On the 13th day of March, 1991, the Board of Directors of Quazon
International Corporation unanimously adopted these Articles of Amendment to
the Articles of Incorporation of Quazon International Corporation.
ARTICLE IV
- ----------
On the 25th day of March 1991, Quazon International Corporation had
shareholders owning 682,500 shares of common stock of which 500,000 stock was
voted in favor of the proposed amendment so that there were 500,000 shares for
the amendment, no shares against and no shares abstaining.
ARTICLE V
- ---------
These Articles of Amendment change the capitalization of the corporation
from 1,000,000 shares with the One Mil ($0.001) par value remaining the same.
/s/ Steven D. Moulton
- ---------------------
Steven D. Moulton, President
/s/ Barrett W. Hicken
- ---------------------
Barrett W. Hicken, Secretary
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
On the 25th day of March, 1991, personally appeared before me Steven D.
Moulton and Barrett W. Hicken and duly acknowledged to me that they are the
persons who signed the foregoing instrument as the President and Secretary and
that they have read the foregoing instrument and know the contents thereof and
that the same is true of their own knowledge except as the those matters upon
which they operate on information and belief and as to those matters they
believe them to be true.
/s/ LeAnn G. Parker-Reed
- ------------------------
Notary Public
Residing in Salt Lake City, Utah.
My Commission Expires: 10-05-94.
<Notary Public Stamp of LeAnn G. Parker-Reed appears here>
Exhibit 3.5
<Stamp of approval of the Division of Corporations and Commercial Code of the
State of Utah Department of Business Regulation dated April 17, 1991 appears
here>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF
INCORPORATION OF
QUAZON INTERNATIONAL CORPORATION
ARTICLE I
- ---------
The name of the corporation is Quazon International Corporation .
ARTICLE II
- ----------
ARTICLE IV of the Articles of Incorporation is hereby amended to read as
follows:
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue 100,000,000
shares of common stock having a par value of One Mil ($0.001). All common
stock of the Corporation shall be of the same class and shall have the same
rights and preferences. The Corporation shall further have the authority to
issue 10,000,000 shares of preferred stock of $0.001 par value and that the
Board of Directors be authorized to divide such preferred stock into series
and fix the variations in the relative rights and preferences between such
series. Fully paid stock of this Corporation shall not be liable for further
call of assessment. The authorized trading shares shall be issued at the
discretion of the Directors.
ARTICLE III
- -----------
On the 29th day of March, 1991, the Board of Directors of Quazon
International Corporation unanimously adopted these Articles of Amendment to
the Articles of Incorporation of Quazon International Corporation.
ARTICLE IV
- ----------
On the 8th day of April, 1991, Quazon International Corporation had
shareholders owning 682,500 shares of common stock of which 500,000 stock was
voted was voted in favor of the proposed amendment so that there were 500,000
shares for the amendment, no shares against and no shares abstaining.
ARTICLE V
- ---------
These Articles of Amendment change the capitalization of the corporation
from 100,000,000 shares with One Mil ($0.001) par value to 100,000,000 shares
of common stock with One Mil ($0.001) par value and 10,000,000 shares of
preferred stock with One Mil ($0.001) par value.
/s/ Steven D. Moulton
- ---------------------
Steven D. Moulton, President
/s/ Barrett W. Hicken
- ---------------------
Barrett W. Hicken, Secretary
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
On the 16th day of April, 1991, personally appeared before me Steven D.
Moulton and Barrett W. Hicken and duly acknowledged to me that they are the
persons who signed the foregoing instrument as the President and Secretary and
that they have read the foregoing instrument and know the contents thereof and
that the same is true of their own knowledge except as the those matters upon
which they operate on information and belief and as to those matters they
believe them to be true.
/s/ LeAnn G. Parker-Reed
- ------------------------
Notary Public
Residing in Salt Lake City, Utah.
My Commission Expires: 10-05-94.
<Notary Public Stamp of LeAnn G. Parker-Reed appears here>
Exhibit 3.6
[State of Utah Department of Commerce
Division of Corporations and Commercial Code -
Hereby certify that the foregoing has been
filed and approved on the 27th day of Sept.,
1991 in the office of this Division and
hereby issue this Certificate thereof.
Examiner /s/ JE. Date 10/1/91 Utah Seal.
/s/ Peter Van Alstyne, Divion Director]
STATE OF UTAH
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
QUAZON INTERNATIONAL CORPORATION
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Quazon International Corporation.
SECOND: The document attached hereto as Exhibit A sets forth the amendment to
the Articles of Incorporation of the corporation.
THIRD: The amendment was adopted by the shareholders of the corporation on
August 15, 1991.
FOURTH: The number os shares of the corporation outstanding at the time of
such adoption was 10,149,939; and the number of shares entitled to vote
thereon was 10,149,939. None of such shares were entitled to vote thereon as
a class or series.
FIFTH: 10,117,200 shares were voted for such amendment; no shares were voted
against such amendment.
SIXTH: The amendment does not provide for an exchange, reclassification, or
cancellation of issued shares.
SEVENTH: The amendment does not affect the amount of stated capital of
the corporation.
DATED: September 12, 1991
QUAZON INTERNATIONAL CORPORATION
a Utah Corporation
By: /s/ Jay A.Tompkins, Jr.
-----------------------
Jay A. Tompkins, Jr.
President
By: /s/ Lynda C. Plemons
--------------------
Lynda C. Plemons
Secretary
STATE OF OKLA. )
)ss.
County of Okla. )
Jay A. Tompkins, Jr., being first duly sworn, upon oath, deposes and
says: that he holds the office of President of Quazon International
Corporation; that he has read the foregoing Articles of Amendment to the
Articles of Incorporation and knows the contents thereof; and that the matters
set forth are true of his own knowledge, except those matters stated upon
information and belief, and as to those he believes the same to be true.
SUBSCRIBED and sworn to before me this 17th day of September, 1991.
/a/ Isabel Lokatosh
- -------------------
NOTARY PUBLIC
My commission expires: 8/31/94
Exhibit A
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
QUAZON INTERNATIONAL CORPORATION
ARTICLE I of the Articles of Incorporation of the corporation is amended
in its entirety to read as follows:
ARTICLE I
------------
Name. The name of the corporation (hereinafter called Corporation ) is
Tompkins Environmental Corporation.
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TOMPKINS ENVIRONMENTAL CORPORATION
Pursuant to the provisions of Section 16-10a-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 Tompkins Environmental
Corporation (the "Company").
SECOND: The following amendments to the Articles of
Incorporation of the Company were duly adopted by the stockholders of the
Company at a meeting held September 14, 1996, in the manner prescribed by the
Utah Revised Business Corporation Act, to-wit:
ARTICLE I - NAME
The name of this corporation is "ICON SYSTEMS, INC."
THIRD: These amendments do not provide for any exchange,
reclassification or cancellation of issued shares; however, pursuant to the
resolution adopted by the stockholders of the Company at the meeting held
September 14, 1996, the 22,154,939 one mill ($0.001) par value common voting
shares issued and outstanding were reverse split on a basis of one for 1,000,
while retaining the authorized shares at 100,000,000 and retaining 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 resulting in a total of approximately 22,155 shares of one mill ($0.001)
par value common voting stock being issued and outstanding. No stockholder's
shareholdings will be reduced below 50 shares as a result of such reverse
split.
FOURTH: The amendments adopting the reverse split of the
Company's common stock and the change of name to "Icon Systems, Inc.", were
adopted by the stockholders at a meeting held September 14, 1996.
FIFTH: These amendments were not adopted by the incorporators
or the Board of Directors without stockholder action.
SIXTH: (a) 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 22,154,939
(b) The number of shares voted for the amendment was
12,000,500, 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 Company under the penalties of perjury this 17 day of
September, 1996.
TOMPKINS ENVIRONMENTAL CORPORATION
By /s/ Michelle Wheeler
--------------------
Michelle Wheeler, President
Attest:
/s/ Steven D. Moulton
- ---------------------
Steven D. Moulton, Secretary
Exhibit 3.8
ARTICLES OF INCORPORATION
OF
ICON SYSTEMS, INC.
The undersigned natural person, acting as incorporator of the
corporation under the Nevada Revised Statutes, adopts the following Articles
of Incorporation for such corporation.
ARTICLE I
Name. The name of the corporation is "Icon Systems, Inc." (hereinafter,
the "Corporation").
ARTICLE II
Period of Duration. The period of duration of the Corporation is
perpetual.
ARTICLE III
Purposes and Powers. The purpose for which the Corporation is organized
is to engage in any and all lawful business.
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue
100,000,000 shares of common voting stock having a par value of one mill
($0.001) per share, and 10,000,000 shares of preferred stock having a par
value of one mill ($0.001) per share. All stock of the Corporation shall be
of the same class and shall have the same rights and preferences. Fully paid
stock of the Corporation shall not be liable for further call or assessment.
The authorized shares shall be issued at the discretion of the Board of
Directors of the Corporation.
ARTICLE V
Initial Resident Agent. The initial resident agent of the Corporation
shall be The Prentice-Hall Corporation System, Nevada, Inc., and the street
address and mailing address of the initial resident agent are: 502 East John
Street, Carson City, Nevada 89706.
ARTICLE VI
Directors. The Corporation shall be governed by a Board of Directors
consisting of no less than three directors. The number of directors
constituting the initial Board of Directors is three and the name and street
address of the persons who shall serve as directors until their successors are
elected and qualified are, to-wit:
Michelle Wheeler
4817 South Fortuna Way
Salt Lake City, Utah 84124
Jeff Taylor
1879 Siggard Drive
Salt Lake City, Utah 84107
Steven D. Moulton
4848 South Highland Drive, #353
Salt Lake City, Utah 84117
ARTICLE VII
Incorporator. The name and street address of the incorporator is:
Steven D. Moulton
4848 South Highland Drive, #353
Salt Lake City, Utah 84117
ARTICLE VIII
Control Share Acquisitions. The provisions of NRS 78.378 to 78.3793,
inclusive, are not applicable to the Corporation.
ARTICLE IX
Indemnification of Directors and Executive Officers. To the fullest
extent allowed by law, the directors and executive officers of the Corporation
shall be entitled to indemnification from the Corporation for acts and
omissions taking place in connection with their activities in such capacities.
/s/ Steven D. Moulton
---------------------
Steven D. Moulton
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On the 17 day of September, 1996, personally appeared before me Steven
D. Moulton, who duly acknowledged to me that he is the person who signed the
foregoing instrument as incorporator; that he has read the foregoing
instrument and knows the contents thereof; and that the contents thereof are
true of his personal knowledge.
/s/ Sheryl Ross
---------------
Notary Public
Exhibit 3.9
BYLAWS
OF
ICON SYSTEMS, INC.
ARTICLE I
OFFICES
Section 1.01 Location of Offices. The corporation may maintain such
offices within or without the State of Nevada 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 2.01 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 days, but not more than 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.
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 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.
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 pledgee to vote thereon, in which
case the pledgee, or his or her 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 had 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 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 at 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.
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 or her dissent shall be entered in the minutes of the
meeting, unless he or she shall file his or her 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 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.
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 new created offices may be filled by the Board of
Directors at any regular or special meeting.
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 4.09 The Vice Presidents. The Board of Directors may, from
time to time, designate and elect one or more vice presidents, one of whom may
be designated to serve as executive vice president. Each vice president shall
have such powers and perform such duties as from time to time may be assigned
to him or her by the Board of Directors or the president. At the request or
in the absence or disability of the president, the executive vice president
or, in the absence or disability of the executive vice president, the vice
president designated by the Board of Directors or (in the absence of such
designation by the Board of Directors) by the president, the senior vice
president, may perform all the duties of the president, and when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
president.
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 or 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 that the books, reports, statements,
certificates, and other documents and records required by statute are properly
kept and filed;
(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 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
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 to any limitation contained in the Articles of
Incorporation or in these Bylaws, authorize in writing any officer or agent to
execute and delivery 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, subject to the provisions of these Bylaws,
evidences of indebtedness of the corporation, 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 a 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 any
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 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 such 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 of
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
of 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 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 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 shareholders 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 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 to 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 judgment of
the Board of Directors, it is proper to do so.
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, modified, 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 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, including the
provisions of the Nevada Control Share Acquisitions Act, Sections 78.378 to
78.3793, inclusive, of the Nevada Revised Statutes, 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 meeting of the
executive committee, and of such other committees as may be designated
hereunder by the Board of Directors, the 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 no 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 of 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 7.08 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 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) 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
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. The 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
by 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 vote 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 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 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 ceases 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 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
ICON SYSTEMS, INC., a corporation duly organized and existing under and by
virtue of the laws of the State of Nevada; 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 17 day of September, 1996, and that the above
and foregoing Bylaws are now in full force and effect.
DATED THIS 17 day of September, 1996.
/s/ Steven D. Moulton
---------------------
Steven D. Moulton, Secretary
Exhibit 3.10
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
ICON SYSTEMS, INC.
We, the undersigned, Michelle Wheeler, President, and Steven D.
Moulton, Secretary, of Icon Systems, Inc., a Nevada corporation (the
"Corporation"), do hereby certify:
I
Pursuant to Section 78.390 of the Nevada Revised Statutes, Article
IV of the Articles of Incorporation of the Corporation shall be amended to
read as follows:
Capitalization. The Corporation shall have the authority to issue
100,000,000 shares of common voting stock having a par value of one mill
($0.001) per share, and 10,000,000 shares of preferred stock having a par
value of one mill ($0.001) per share. Fully paid stock of the Corporation
shall not be liable for further call or assessment. The authorized shares
shall be issued at the discretion of the Board of Directors of the
Corporation.
II
The foregoing amendment was adopted by Unanimous Consent of the
Board of Directors pursuant to Section 78.315 of the Nevada Revised Statutes
and by Consent of Majority Stockholder pursuant to Section 78.320 of the
Nevada Revised Statutes.
III
The number of shares entitled to vote on the amendment was
5,027,751.
V
The number of shares voted in favor of the amendment was
3,000,000, with none opposing and none abstaining.
/s/ Michelle Wheeler
--------------------
Michelle Wheeler, President
/s/ Steven D. Moulton
---------------------
Steven D. Moulton, Secretary
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On the 24 day of October, 1996, personally appeared before me, a
Notary Public, Michelle Wheeler, who acknowledged that she is the President of
Icon Systems, Inc., and that she is authorized to and did execute the above
instrument.
/s/ Lane Clissold
-----------------
NOTARY PUBLIC
(Notary Seal)
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On the 24 day of October, 1996, personally appeared before me, a
Notary Public, Steven D. Moulton, who acknowledged that he is the Secretary of
Icon Systems, Inc., and that he is authorized to and did execute the above
instrument.
/s/ Steven K. Verno
-------------------
NOTARY PUBLIC
(Notary Seal)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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