As filed with the Securities and Exchange Commission on December 2, 1999.
Registration No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form for Registrants of Securities of Small Business Issuers
Under Section 12 (b) or (g) of the Securities Exchange Act of 1934
ALMOST COUNTRY PRODUCTIONS, INC.
(Name of Small business Issuer in its charter)
Nevada
State or other jurisdiction of Incorporation or organization.
84-1398342
I.R.S. Employer Identification No.
245 North Vine Street, No. 103
Salt Lake City, Utah 84103
(Address of principal executive offices)(Zip code)
Issuer's telephone number: (801)322-1887
Securities to be registered under Section 12 (b) of the Act:
Title of each security Name of each exchange on which
to be registered: Each class is to be registered:
N/A N/A
Securities to be registered under Section 12 (g) of the Act:
Common Stock, par value of $.001 per share.
(Title of class)
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ALMOST COUNTRY PRODUCTIONS, INC.
FORM 10-SB
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of the Business ....................... 3
ITEM 2. Management's Discussion and Analysis of Plan of
Operation ....................................... 7
ITEM 3. Description of Property ........................... 10
ITEM 4. Security Ownership of Certain Beneficial
Owners and Managers ............................. 10
ITEM 5. Directors, Executive Officers, Promoters,
And Control Persons ............................. 10
ITEM 6. Executive Compensation ............................ 12
ITEM 7. Certain Relationships and Related Transactions .... 12
ITEM 8. Description of Securities ......................... 12
PART II
ITEM 1. Market Price of and Dividends on Registrant's
Common Equity and Other Shareholder Matters ..... 13
ITEM 2. Legal Proceedings ................................. 15
ITEM 3. Changes in and Disagreements with Accountants ..... 15
ITEM 4. Recent sales of unregistered securities ........... 15
ITEM 5. Indemnification of Directors and Officers ......... 15
PART F/S
Financial statements ...................................... 16
PART III
ITEM 1. Index to Exhibits ................................. 17
ITEM 2. Description of exhibits ........................... 17
Signatures ................................................ 17
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PART I
ITEM 1.
Business Development
Almost Country Productions, Inc. (the "Company") was organized on October
24, 1996, under the laws of the State of Nevada having the purpose of
producing and market music. In approximately March 1997 the Company sold
100,000 shares of its common stock at $.30 per share in an offering pursuant
to Rule 504 and Section 3(b) of the Securities Act of 1933. The Company
realized net proceeds of approximately $25,000. Shortly thereafter the
Company invested its funds in the production and then the promotion of a
compact disc and audio tape entitled "Wildest Dream" and performed by Pamela
Lind. Pamela Lind is the stage name for the Company's president Pamela
Lindquist.
The Company entered into an agreement with Ms. Lindquist which provided that
the Company would tender $25,000 to develop and produce tapes and CD's for
Almost Country, Pamela Lindquist's music group. Ms. Lindquist assigned a
royalty of $2.00 from the sale of each tape and $2.50 from the sale of each
compact disc to the Company for a period of two years. The royalty agreement
was recently extended for an additional year and runs through September 30,
2000.
The musical production was completed and approximately 1,100 compact discs
were produced and 550 cassette audio tapes. The results failed to meet
expectations. As yet no major record distributor has agreed to support the
"Wildest Dream" project. Recently Ms. Lindquist hired a new manager who is
seeking a distributor. Only approximately 89 cassette tapes and 380 compact
discs have been sold or used for marketing purposes. The Company has had
sales of $270 through September 30, 1999.
The Company has determined to pursue other opportunities. Once the Company
becomes a reporting company under Section 12 of the Securities Exchange Act of
1934, as amended, it intends to seek potential business opportunities with the
intent to acquire or merge with such business. The Company is considered a
development stage company and is a "shell" corporation. As of September 30,
1999, the Company had assets of $1,615 and current liabilities of $14,072. The
operating history has been limited to the receipt of the royalty from the sale
of the tapes and CD's.
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If the Company acquires or merges with an operating business, it is likely
that the Company's current shareholders will experience substantial dilution
and there will be a change in control of the Company.
The Company is voluntarily filing this registration statement on Form 10-SB
to make information concerning itself more readily available to the public and
to become eligible for listing on the OTCEBB sponsored by the National
Association of Securities Dealers, Inc. Management further believes that
being a reporting company under the Exchange Act will enhance the Company's
efforts to acquire or merge with an operating business.
In filing this registration statement the Company will be obligated to file
certain interim and periodic reports including an annual report with audited
financial statements.
Any company that is merged into or acquired by the Company will become
subject to the same reporting requirements as the Company. Thus, if the
Company successfully completes an acquisition or merger, that company must
have audited financial statements for at least the two most recent fiscal
years, or if the company has been in business for less than two years, audited
financial statements must be available from inception. This requirement limits
the Company's possible acquisitions or merger because private companies either
do not have audited financial statements or are unable to produce audited
statement without delay and expense.
The Company's principal executive offices are located at 245 North Vine
Street, Suite 103, Salt Lake City, Utah 84103 and its telephone number is
(801)322-1887.
Company's Business
The Company has no recent operating history. No representation is made, and
none is intended, that the Company has the ability to carry on future business
activities successfully. Further, there is no assurance that the Company will
have the opportunity to merge with or acquire an operating business, a
business opportunity or assets that will be of material value to the Company.
Management intends to investigate, research and, if it is deemed to be
advisable, acquire or merge with one or more businesses or business
opportunities. Presently the Company has no commitment or arrangement,
written or oral, to participate in any business opportunity and management
cannot predict the nature
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or type of any possible future acquisition or merger. Management has broad
discretion in its search for and negotiation with any potential business or
business opportunity.
Sources
Management intends to use various sources and resources in the search for
potential business opportunities including, but not limited to the Company's
officers and directors members of the financial community, and consultants.
The Company presently has no intention of hiring a consultant or consultants
but reserves the right to do so if deemed advisable. Because of the Company's
lack of resources the Company will be unable to retain for a fee any
professional firms specializing in business acquisitions and reorganizations.
Most likely the Company will have to rely on outside sources, not otherwise
associated with the Company, that will accept compensation only upon a
successful acquisition or merger.
The Company will not limit its search to any specific industry or type of
business. The Company may investigate and acquire a venture that is in its
preliminary or development stage, is already in operation, or in various stage
of its corporate existence or development. Management is unable to determine
the status or nature of any venture in which the Company may participate. A
potential venture may need additional capital or equity or may merely desire
to have its shares publicly traded. Mostly likely the acquisition or merger
would involve an operating business desiring to have a public trading market
for its shares. Management believes that the Company could provide such an
opportunity for a private operating business to become a publicly held
corporation without the time and expense typically associated with an initial
public offering.
Process of Evaluation
Once a possible merger or acquisition has been identified, management will
seek to determine if a merger or acquisition should be made or if additional
investigation is needed. This determination will be based on management's
knowledge and experience, in evaluating the preliminary information available
to them. Management may also engage other to assist in the analysis of the
business opportunities. Because of the Company's lack of resources it is
unlikely it will have funds for a complete and exhaustive investigation and
evaluation. It is unlikely that the Company will receive a fairness opinion
regarding any business opportunities.
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In the evaluation consideration will be given to several factors including
but not limited to potential benefits to the Company, working capital
requirements, operating history, competition present and anticipated, future
growth prospects, stage of development or exploration, future funding
requirements, management, profit potential and other factors deemed relevant
to the specific circumstances.
All potential risks cannot be identified because the Company has not yet
identified any specific business opportunity. No assurance can be given that
following an acquisition or merger that the venture will be successful or even
develop into a going concern or if the business is already operating, that it
will continue operating successfully or at a profit. Many potential business
opportunities involve new and untested products, processes or market
strategies which may fail.
Potential Acquisition or Merger Structure
The Company is unable to determine the manner in which it may participate or
be a part of a business opportunity. Each opportunity will be reviewed, and
based upon that review, a suitable legal structure or method of acquisition or
merger will be determined. The manner in which the Company participates will
depend upon the nature of that opportunity, the respective needs, objectives,
and goals of each party and the relative negotiating strength. Participation
in a business opportunity may take the form of an asset purchase, stock
purchase, reorganization, merger or consolidation, joint venture, license
agreement, or partnership. The Company does not intend to participate in
business opportunities through the purchase of minority stock positions. The
Company may act directly or indirectly through an interest in a partnership,
corporation or other form of business organization.
With limited assets and no recent operating history it is anticipated that
if the Company successfully enters into a transaction with an operating
business opportunity existing shareholders will experience substantial
dilution and a probable change in control of the Company. Most likely, the
owners of the business opportunity will acquire control of the Company in the
transaction. Management has not set any guideline as to the amount of control
it would offer to prospective business opportunities. Management will attempt
to negotiate the best possible agreement for the benefit of the Company's
shareholders.
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Government Regulation
The Company's business activities are subject to general governmental
regulations.
Facilities, Equipment and Employees
The Company's offices are located at the home of its president in Salt Lake
City, Utah. The Company has no employees.
The Company believes that inflation has little impact on its business
affairs.
ITEM 2.Management's Discussion and Analysis or Plan of Operation.
The following information should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in the Form 10-SB.
The Company is a development stage company as it has limited assets,
operations and income. The costs and expenses of filing this registration
statement will be paid by the Company. It is believed that only limited
capital will be required to maintain the Company's operations and any funds
needed in the immediate future will be provided by the officers and directors
of the Company. Nevertheless, unless the Company is able to accomplish an
acquisition or merger with an operating business or is able to obtain
significant financing there is substantial doubt and concern about the
Company's ability to continue as a going concern.
Management believes that inflation has not and will not have a material
effect on the Company's operations. When the Company accomplishes a merger or
acquisition management will evaluate the possible effects of inflation on
operations and its business.
Plan of Operation
During the next year the Company will investigate possible business
opportunities with the intent to acquire or merge with one or more business
ventures. Generally management will follow the procedures discussed in Item 1
above. Because the Company has no funds, it may be necessary for the officers
and directors to advance funds or accrue expenses until a future time.
Management intends to operate on limited funds. If the Company determines to
employ outside advisers or consultants in its search for business
opportunities, the Company may have to attempt to raise additional funds. As
of this date the Company has no plans to engage outside advisers or
consultants or to attempt to raise additional capital. If the Company seeks
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to raise capital, most likely it would attempt a private placement of its
securities. Because of the Company's current status a public sale of
securities or borrowing from conventional sources are unlikely. No assurance
can be given that the Company will be able to obtain any funding if it
determines funding is need or that such funding could be obtained on terms
acceptable to the Company. Since its inception until September 30, 1999, the
Company has accumulated a net lost of $(38,812) from its activities. This loss
may be carried forward and used to offset future income, if any. The Company
must comply with applicable regulations and must generate sufficient income
prior to the expiration of the net operating loss carryforwards. If there is
a change in control of the Company, there will be an annual limitation on the
amount of the net operating loss carryforwards which can be used. It is
possible that the Company will received little or no benefit from the net
operating loss carryforwards. As of September 30, 1999, the Company had
current assets of $1,615 and current liabilities of $14,072 of which $13,972
is owed to a Company officer.
For the year ended September 30, 1999, revenues were $83 and expenses were
$6,447 with a net loss of $(6,440) compared to no revenues and expense of
$5,541 and a net loss of 4(5,541) for year ended September 30, 1998. Revenues
will not increase unless the popularity of Pamela Lindquist as a performer
increases.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standard ("SFAS") No. 128, "earning Per Share" and Statement of
Financial Accounting Standards No. 129 "Disclosures of Information About an
Entity's Capital Structure." SFAS No. 128 provides a different method of
calculating earnings per share than is currently used in accordance with
Accounting Principles Board Opinion No. 15 "Earnings Per Share." SFAS no. 128
provides for the calculation of "Basic" and Dilutive" earnings per share.
Basic earnings per share includes no dilution is computed by dividing income
available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution of securities that could share in the earnings of an
entity, similar to fully diluted earnings per share. SFAS No. 129 establishes
standards for disclosing information about an entity's capital structure.
SFAS No. 128 and No. 129 are effective for financial statements issued for
periods ending after December 15, 1997.
The Financial Accounting Standards Board has also issued SFAS
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No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 130 establishes
standards for reporting and displaying comprehensive income, its components
and accumulated balances. Comprehensive income is defined to include all
changes in equity except those resulting from investments by owners and
distributions to owners. Among other disclosures, SFAS No. 130 requires that
all items that are required to be recognized under current accounting
standards as components of comprehensive income be reported in a financial
statement that displays with the same prominence as other financial
statements. SFAS No. 131 supersedes SFAS No. 14 "Financial Reporting for
segments of a Business Enterprise." SFAS No. 131 establishes standards on the
way that public companies report financial information about operating
segments in annual financial statements and requires reporting of selected
information about operating segments in interim financial statements issued to
the public. It also establishes standards for disclosure regarding products
and services, geographic areas and major customers. SFAS No. 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance.
SFAS Nos. 130 and 131 are effective for financial statements for period
beginning after December 15, 1997 and requires comparative information for
earlier years to be restated. Because of the recent issuance of the standard,
management has been unable to fully evaluate the impact, if any, the standard
may have on future financial statement disclosures. Results of operations and
financial position, however, will be unaffected by implementation of the
standard.
Inflation
In the opinion of management, inflation has not had a material effect on the
operations of the Company.
Year 2000 Issues
Because of the limited nature of the Company's operations, it is believed
that the Year 2000 issues will not affect the Company. The Company has not
incurred any expenses nor does it need to incur any expense to make its
operational capability in compliance with any Year 2000 issues.
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Risk Factors and Cautionary Statements
This Registration Statement contain certain forward-looking statements. The
Company wishes to advise readers that actual results may differ substantially
from such forward-looking statements. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including but not
limited to, the following: the ability of the Company to maintain a sufficient
customer base to have sufficient revenues to fund and maintain its
operations., the ability of the Company to meet its cash and working capital
needs, to have sufficient revenues to continue operations.
ITEM 3. Description of Property
This information required by this Item 3, Description of Property as set
forth in Item 1 - Description of Business, of this Form 10 SB.
ITEM 4.Security Ownership of certain beneficial Owners and Management
The following table sets forth information, to the best of the Company's
knowledge, as of September 30, 1999, with respect to each person known by the
Company to own beneficially more than 5% of the issued and outstanding common
stock, each director and all directors and officers as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership Of Class(1)
Pamela Lindquist 67,000 22
245 North Vine Street, No.105
Salt Lake City, Utah 84103
Marie Lindquist(2) 86,315 29
780 North 150 West
Logan, Utah 84321
Richard Casper(3) 67,000 22
5450 South Green Street
Murray, Utah 84123
All Executive Officers & 153,315 51
Directors as a Group
(1) Based on 301,100 shares of common stock outstanding as of September 30,
1999.
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(2) Marie Lindquist may have a beneficial interest in 19,315 shares of
common stock.
(3) Mr. Casper is not an officer nor a director of the Company.
ITEM 5. Directors, Executive Officers, Promoters and Control Persons
The executive officers and directors of the Company are as follows:
Name, Age and Office
--------------------
Pamela Lindquist, 30, Chairman of the Board of Directors and President.
245 North Vine Street, No. 103
Salt Lake City, Utah 84103
Marie Lindquist, 64, Director and Secretary.
780 North 150 West
Logan, Utah 84321
The following are biographical summaries of the experience of the officers
and directors of the Company and control persons. Pamela Lindquist is the
daughter of Marie Lindquist.
Pamela Lindquist received a Bachelor's Degree in Psychology from Brigham
Young University in 1993. Ms. Lindquist is one of founders of the Company.
Since 1993 Ms. Lindquist has been a private investigator and a corporate
consultant. She is also pursuing a career as a professional musician.
Marie Lindquist attended Brigham Young University from 1953 to 1955. For
the past five years she has been retired. For twenty years she managed a
swimming pool and water park in Logan, Utah.
Richard H. Casper because of his ownership of 67,000 shares of common stock
may be deemed to be a control person of the Company. Mr. Casper's business
address is 5450 Green Street, Murray, Utah 84123. Mr. Casper has been an
attorney licensed to practice law in the State of Utah since 1982. Mr. Casper
received his juris doctorate degree from the University of Utah in 1982 and
received a Master of Business Administration in 1975. In 1970 Mr. Casper
received a Bachelor of Science Degree in Accounting. Mr. Casper is a
certified public accountant. Since July 1993 Mr. Casper has practiced as an
attorney under the name of Richard H. Casper, P.C.
All directors hold office until the next annual meeting of
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stockholders and until their successors have been duly elected and qualified.
There are no agreements with respect to the election of directors. The
Company does not have any standing committees.
None of the officers or directors of the Company has during the past five
years, been involved in any events (such as petitions in bankruptcy, receiver-
ship or insolvency, criminal proceedings or proceedings relating to securities
violations).
Officer Remuneration
As of September 30, 1999, the Company had no employment contracts with any
officers or directors. No one was paid a salary and received compensation in
any form of $60,000 or more in any year since operations began.
Officer and Director Compensation
The Company's directors are not compensated for attending meetings of the
Board of Directors. In the future the directors may be compensated for their
services. No decision has been made as to the manner or type of future
compensation.
ITEM 6. Executive Compensation
The Company has not paid any compensation either as salary or benefits to
any officer or director since inception other than the Agreement between the
Company and Ms. Lindquist for the production of the music tape and CD.
ITEM 7. Certain Relationships and Related Transactions
During year ended September 30, 1999, the Agreement between the Company and
Ms. Lindquist was extended until September 30, 2000.
ITEM 8. Description of Securities
The following table sets forth the capitalization of the Company as of
September 30, 1999.
PRESENT AMOUNT
TITLE OF CLASS AMOUNT AUTHORIZED OUTSTANDING
- ---------------------------------------------------------------------
Common Stock 50,000,000 301,100
(par value of $.001 per share)
- ---------------------------------------------------------------------
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DESCRIPTION OF COMMON STOCK
The Company is presently authorized to issue up to 50,000,000 shares of
stock, par value of $.001 per share. As of September 30, 1999, the Company
had 301,100 shares of common stock issued and outstanding.
All shares of stock, when issued, will be fully-paid and nonassessable. All
shares of common stock are equal to each other with respect to voting,
liquidation and dividend rights. Holders of shares of common stock are
entitled to one vote for each share they own at any stockholders' meeting.
Holders of shares of common stock are entitled to receive such dividends as
may be declared by the Board of Directors out of funds legally available
therefor, and upon liquidation are entitled to participate pro rata in a
distribution of assets available for such a distribution to stockholders.
There are no conversion, preemptive, redemption, or other rights or privileges
with respect to any shares. Reference is made to the Company's Articles of
Incorporation and its By-Laws as well as to the applicable statutes of the
State of Nevada for a more complete description of the rights and liabilities
of holders of common stock. The common stock of the Company has no cumulative
voting rights which means that fifty per cent of the shareholders may elect
all of the directors of the Company to be elected at a shareholders meeting if
they choose to do so. In such event, the holders of the remaining shares
aggregating less than 50% will be unable to elect any directors.
PART II
ITEM 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters
No shares of the Company have previously been registered with the Securities
and Exchange Commission. The Company's shares have never been listed on the
National Association of Securities Dealers Electronic Bulletin Board or in the
"Pink Sheets" published by the National Quotations Bureau. When the Company's
Form 10 becomes effective and is comment free, the Company will attempt to be
listed on the Electronic Bulletin Board. The application will consist of
current corporate information, financial statements and other documents as
required by Rule 15c2-11 of the Securities Exchange Act of 1934, as amended
and the NASD. It is anticipated that a listing on the OTC Electronic Bulletin
Board will permit price quotations for the Company's
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shares to be published by such service and any trades that may occur. Prior
to the date hereof the Company's shares have not traded. If and when the
Company's shares are listed the share prices may be volatile and subject to
broad price movements.
Further, the Company's shares are subject to the provisions of Section 15(g)
and Rule 15g-9 of the Securities Exchange Act of 1934 ("Exchange Act"),
commonly referred to as the "Penny Stock" rule. Section 15(g) states certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1)
incorporates the definition of penny stock as used in Rule 3a51-1 of the
Exchange Act.
Generally a penny stock is defined as any equity security that has a market
price of less than $5.00 per share, subject to certain limited exceptions.
Rule 3a51-1 provides that any equity security is considered to be a penny
stock unless that security is registered and traded on a national securities
exchange meeting certain criteria set by the Commission; authorized for
quotation on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at least $5.00
per share) or the issuer's net tangible assets; or exempted from the
definition by the Commission. Once shares are deemed to be a penny stock,
trading in the shares then becomes subject to additional rules relating to
sales practices for broker-dealers who sell penny stocks to persons other than
established customers and accredited investors. An accredited investor has
assets in excess of $1,000,000 or annual income exceeding $200,000, or with
spouse annual income of $300,000.
For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received prior to the purchase the purchaser's written consent for the
transaction. Additionally, for any transaction involving a penny stock,
unless exempt, he rules require the delivery of a risk disclosure document
relating to the penny stock market prior to the first transaction. A broker-
dealer must also disclose the commissions payable to both the broker-dealer
and the registered representative, and current quotations for the security.
Finally, monthly statements must be sent disclosing recent price information
for the penny stocks held in the account and information on the limited market
in penny stocks. These rules may restrict the ability of broker-dealers to
trade and/or maintain the Company's common stock and may affect the ability of
shareholders to sell their shares.
As of September 30, 1999, there were approximately 46 holders of record of
the Company's common stock.
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In the future persons who may be deemed affiliates of the Company (as the
term "affiliate"is defined in the Act) may be eligible to sell their shares
pursuant to the provisions of Rule 144 promulgated under the Securities Act of
1933. Generally Rule 144 provides that a person or persons who acquired stock
in a non-public transaction and has owned the stock for more than one year
prior to the proposed sale may sell within a three month period no more than
one per cent of the then issued and outstanding shares of common stock or the
average weekly reported trading volume on all national securities exchange and
through NASDAQ during the four calendar weeks preceding the proposed sale.
Any shares sold pursuant to Rule 144 may adversely affect the market price of
the Company's common stock. Sales under Rule 144 may adversely affect the
market price for the shares of the Company's common stock in any market that
may exist.
Dividend Policy
The Company has not declared nor paid cash dividends nor made distributions
in the past. The Company does not anticipate that it will pay cash dividends
or make distributions in the foreseeable future. The company currently
intends to retain and invest any future earning to finance operations.
ITEM 2. Legal Proceedings
There are no legal proceedings pending against the Company.
ITEM 3. Changes in and disagreements with Accountants
There have been no changes in or disagreements with accountants.
ITEM 4. Recent Sales of Unregistered Securities
There have been no recent sales of unregistered securities.
ITEM 5. Indemnification of Directors and Officers
As permitted under the statutes of the State of Nevada and the Company's
Articles of Incorporation the Company has the obligation to indemnify any
officer or director who, in their capacity as such is made a party to any suit
or proceeding, whether criminal, civil or administrative unless it is
determined that such director or officer is liable to the Company or was
negligent was liable for negligence or misconduct in the performance of his
duty. Advances of expenses is required pursuant to Article X of the Articles
of Incorporation and
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Section 78.751(2) of the Nevada Revised Statutes.
Transfer Agent
The Company's Transfer Agent is Interwest Transfer, 1981 East 4800 South,
Salt Lake City, Utah 84117, telephone number 801-272-9294.
PART F/S
The Company's financial statements for the fiscal years ended September 30,
1999 and 1998 have been examined by Pritchett, Siler & Hardy P.C.
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
CONTENTS
PAGE
Independent Auditors' Report 1
Balance Sheet, September 30, 1999 2
Statements of Operations, for the years ended
September 30, 1999 and 1998 and from inception
on October 24, 1996 through September 30, 1999 3
Statement of Stockholders' Equity (Deficit), from
inception on October 24, 1996 through
September 30, 1999 4
Statements of Cash Flows, for the years ended
September 30, 1999 and 1998 and from inception
on October 24, 1996 through September 30, 1999 5
Notes to Financial Statements 6 - 9
<PAGE>
PRITCHETT, SILER & HARDY, P.C.
430 EAST 400 SOUTH
Salt Lake City, Utah 84111
(801) 328-2727
INDEPENDENT AUDITORS' REPORT
Board of Directors
ALMOST COUNTRY PRODUCTIONS, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Almost Country Productions,
Inc. [a development stage company] at September 30, 1999, and the related
statements of operations, stockholders' equity (deficit) and cash flows for
the years ended September 30, 1999 and 1998 and from inception on October 24,
1996 through September 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
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 audited by us present fairly, in all
material respects, the financial position of Almost Country Productions, Inc.
[a development stage company] as of September 30, 1999, and the results of its
operations and its cash flows for the years ended September 30, 1999 and 1998
and for the period from inception through September 30, 1999, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 6 to the financial
statements, the Company has current liabilities in excess of current assets
and has not yet been successful in establishing profitable operations, raising
substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 6.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
Salt Lake City, Utah
October 6, 1999
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
September 30,
1999
-------------
CURRENT ASSETS:
Cash in bank $ 1,358
Inventory 257
-------------
Total Current Assets 1,615
=============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 100
Loans payable - related party 13,972
-------------
Total Current Liabilities 14,072
-------------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 par value,
50,000,000 shares authorized, 301,100 shares
issued and outstanding 301
Capital in excess of par value 26,054
Deficit accumulated during the development stage (38,812)
-------------
Total Stockholders' Equity (Deficit) (12,457)
-------------
$ 1,615
=============
The accompanying notes are an integral part of this financial statements.
-2-
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
From
For the Inception on
Year Ended October 24,
September 30, 1996 Through
------------------------- September 30,
1999 1998 1999
------------ ------------ -------------
REVENUE:
Sales, net $ 83 $ - $ 271
COST OF GOODS SOLD 46 - 156
------------ ------------ -------------
Gross Profit 37 - 115
------------ ------------ -------------
EXPENSES:
General and administrative 6,421 4,460 14,844
Cost of record master - - 22,332
Other operating expenses 56 1,081 1,751
------------ ------------ -------------
Total Expenses 6,477 5,541 38,927
------------ ------------ -------------
LOSS BEFORE INCOME TAXES (6,440) (5,541) (38,812)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
------------ ------------ -------------
NET LOSS $ (6,440) $ (5,541) $ (38,812)
============ ============ =============
LOSS PER COMMON SHARE $ (.02) $ (.02) $ (.14)
============ ============ =============
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON OCTOBER 24, 1996
THROUGH SEPTEMBER 30, 1999
Deficit
Accumulated
Common Stock Capital in During the
----------------------- Excess of Development
Shares Amount Par Value Stage
----------- ----------- ------------ -----------
BALANCE, October 24, 1996 - $ - $ - $ -
Issuance of 200,000 shares
common stock for cash,
October 24, 1996 at
$.01 per share 200,000 200 1,800 -
Issuance of 100,000 shares
common stock for cash,
March 31, 1997 at $.30 per
share, net of $5,975
offering costs 100,000 100 23,925 -
Issuance of 1,100 shares of
common stock for legal
services and other operating
expenses June 30, 1997 at
$.30 per share 1,100 1 329 -
Net loss for the period ended
September 30, 1997 - - - (26,831)
----------- ----------- ------------ -----------
BALANCE, September 30, 1997 301,100 301 26,054 (26,831)
Net loss for the year ended
September 30, 1998 - - - (5,541)
----------- ----------- ------------ -----------
BALANCE, September 30, 1998 301,100 301 26,054 (32,372)
Net loss for the year ended
September 30, 1999 - - - (6,440)
----------- ----------- ------------ -----------
BALANCE, September 30, 1999 301,100 $ 301 $ 26,054 $ (38,812)
----------- ----------- ------------ -----------
The accompanying notes are an integral part of this financial statement.
-4-
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
From
For the Inception on
Year Ended October 24,
September 30, 1996 Through
------------------------- September 30,
1999 1998 1999
------------ ------------ -------------
Cash Flows from Operating Activities:
Net loss $ (6,440) $ (5,541) $ (38,812)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Depreciation and amortization 186 62 310
Non-cash expense - - 330
Change in assets ad liabilities:
Decrease (increase) in inventory 103 1,118 (257)
Increase (decrease) in accounts
payable (4,501) 4,241 100
------------ ------------ -------------
Net Cash Flows (Used) by
Operating Activities (10,652) (120) (38,329)
------------ ------------ -------------
Cash Flows from Investing Activities:
Payments for organization costs - - (310)
------------ ------------ -------------
Net Cash (Used) by
Investing Activities - - (310)
------------ ------------ -------------
Cash Flows from Financing Activities:
Proceeds from shareholder loans 12,001 35 13,972
Proceeds from common stock issuance - - 32,000
Payment of stock offering costs - - (5,975)
------------ ------------ -------------
Net Cash Provided by
Financing Activities 12,001 35 39,997
------------ ------------ -------------
Net Increase (Decrease) in Cash (1,349) (85) 1,358
Cash at Beginning of Period 9 94 -
------------ ------------ -------------
Cash at End of Period $ 1,358 $ 9 $ 1,358
------------ ------------ -------------
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the year ended September 30, 1999:
None.
For the year ended September 30, 1998:
None
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Almost Country Productions, Inc. (the Company) was organized
under the laws of the State of Nevada on October 24, 1996. The Company has
not yet generated significant revenues from its planned principal operations
and is considered a development stage company as defined in the Statement of
Financial Accounting Standards (SFAS) No. 7. The Company is planning to
engage in the business to produce and market country music on tapes and
compact discs (CD's) featuring Pamela Lindquist and her music group known as
Almost Country. The Company has, at the present time, not paid any dividends
and any dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.
Inventory - Inventory is carried at the lower of cost or market. Cost is
determined by the first-in, first-out method.
Organization Costs - The Company has amortized its organization costs, which
reflect amounts expended to organize the Company, in accordance with the
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities."
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented, in
accordance with Statement of Accounting Financial Standard No. 128 "Earnings
Per Share".
Cash and Cash Equivalents - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.
Revenue Recognition The Company recognizes revenue when product is
delivered.
Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimated
by management.
Recently Enacted Accounting Standards Statement of Financial Accounting
Standards (SFAS) No. 132, "Employer's Disclosure about Pensions and Other
Postretirement Benefits", SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities", SFAS No. 134, "Accounting for Mortgage-Backed
Securities " and SFAS No. 135, "Rescission of FASB Statement No. 75 and
Technical Corrections" were recently issued. SFAS No. 132, 133, 134 and 135
have no current applicability to the Company or their effect on the financial
statements would not have been significant.
-6-
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - INVENTORY
Inventory at September 30, 1999 consists of the following:
Compact disc's $ 1,120
Cassette tapes 218
Allowance for excess quantities
of inventory (1,081)
___________
$ 257
___________
During the year ended September 30, 1999, the Company had few product sales.
However, the Company is pursuing new markets in the United States and possibly
in foreign markets. Management believes that while they have some excess
quantities of inventory, a portion of the inventory is still saleable.
Accordingly, the Company has established an allowance for excess quantities of
inventory to reduce the valuation of the inventory to its estimated market
value of $257.
NOTE 3 - CAPITAL STOCK
Common Stock - During June 1997, the Company issued 1,000 shares of common
stock for legal services rendered in association with its public stock
offering, valued at $300.
During June 1997, the Company issued 100 shares of common stock for operating
expenses valued at $30.
Public Offering - During March 1997, the Company issued 100,000 shares of
common stock for cash at $0.30 per share, net of $5,975 stock offering cost,
pursuant to a public offering believed to be exempt from registration with the
Securities and Exchange Commission under rule 504 of Regulation D as
promulgated under the Securities Act of 1933, as amended.
Organization - During October 1996, in connection with its organization, the
Company issued 200,000 shares of its previously authorized, but unissued
common stock. Total proceeds from the sale of stock amounted to $2,000 (or
$.01 per share).
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards. At September 30, 1999, the
Company has available unused operating loss carryforwards of approximately
$38,000, which may be applied against future taxable income and which expire
in various years through 2019.
-7-
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES [Continued]
The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined. Because of the uncertainty surrounding
the realization of the loss carryforwards the Company has established a
valuation allowance equal to the amount of the loss carryforwards and,
therefore, no deferred tax asset has been recognized for the loss
carryforwards. The net deferred tax asset is approximately $12,900 as of
September 30, 1999, with an offsetting valuation allowance at September 30,
1999 of the same amount. The increase in the valuation allowance for the year
ended September 30, 1999 was approximately $1,900.
NOTE 5 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any compensation to its
officers and directors.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use her home as
a mailing address, as needed, at no expense to the Company.
Financing - An officer of the Company has advanced a total of $13,972 to the
Company as of September 30, 1999. These advances are non-interest bearing,
and are due on demand.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
Company as a going concern. However, the Company has incurred losses since
its inception, has current liabilities in excess of current assets and has not
yet been successful in establishing profitable operations. These factors
raise substantial doubt about the ability of the Company to continue as a
going concern. In this regard, management is proposing to raise any necessary
additional funds not provided by its planned operations through loans and/or
through additional sales of its common stock. There have been no significant
product sales during the year ended September 30, 1999; however, management is
still attempting to develop new markets in the United States, and is
contemplating marketing efforts in foreign markets. There is no assurance that
the Company will be successful in raising additional capital or in developing
new markets for its products in the U.S. or in foreign markets, or achieving
profitable operations. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
-8-
<PAGE>
ALMOST COUNTRY PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 COMMITMENTS
During September 1996, the Company entered into a contract with Pamela
Lindquist (the Company's President) wherein the Company will provide up to
$25,000 in financing to develop and produce tapes and CD's for Almost Country,
Pamela Lindquist's music group. In return, Pamela has assigned a financial
interest that will provide a royalty of $2.00 on each tape and $2.50 on each
CD sold from the recordings produced, for a period of two years. On September
1, 1998, the company entered into an agreement with Pamela Lindquist that
extends the terms of the contract through September 30, 2000.
NOTE 8 LOSS PER SHARE
The following data show the amounts used in computing loss per share for the
periods presented:
From
For the Inception on
Year Ended October 24,
September 30, 1996 Through
------------------------- September 30,
1999 1998 1999
------------ ------------ -------------
Loss from continuing operations
available to common shareholders
(numerator) $ (6,440) $ (5,541) $ (38,812)
------------ ------------ -------------
Weighted average number of common
shares outstanding used in loss
per share for the period
(denominator) 301,100 301,100 286,092
------------ ------------ -------------
-9-
EXHIBITS
No. Description
3(i) Articles of Incorporation
(ii) Bylaws
10(i) Agreement between Pamela Lindquist and Almost Country Productions,Inc.
(ii) Addendum to Agreement extending to 9/30/2000.
27 Financial Data Summary
Signatures
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
ALMOST COUNTRY PRODUCTIONS, INC.
Date: November 30, 1999
By s/Pamela Lindquist
---------------------------------
Pamela Lindquist, President and Chief
Financial Officer
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 24 1996
No. C22068-96
/s/ Dean Heller
Dean Heller, Secretary of State
ARTICLES OF INCORPORATION
OF
ALMOST COUNTRY PRODUCTIONS, Inc.
* * * * * * * * * * * * * * * * *
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, natural persons of the age of twenty-one or
more, for the purpose of organizing a corporation pursuant to the Nevada
Corporations Act, do hereby adopt the following Articles of Incorporation for
such corporation:
ARTICLES I
Name of Corporation
The name of the corporation shall be ALMOST COUNTRY PRODUCTIONS , Inc.
ARTICLE II
Existence
The existence of the corporation shall be perpetual unless dissolved
according to law.
<PAGE> 1
ARTICLE III
Purpose
The general nature of the business to be transacted by the corporation
and the purposes for which the corporation is organized are as follows:
A. To produce and market country music on tapes and Compact Discs
(C D's) featuring Pamela Lindquist and her music group known as ALMOST
COUNTRY.
B To acquire by purchase, lease, trade, and to manage, operate,
sell, develop, rent, or otherwise, all kinds of property both real and
personal, or otherwise deal with either as principle or agent and to mortgage,
pledge, trade or otherwise deal with the same, for the benefit of the
corporation, and .to establish, organize, coordinate, direct, manage, or
otherwise control all types of investments, ventures, arrangements and
business holdings permitted under the terms of the State of Nevada and to
perform all related functions and acts required in the carrying out to the
purposes of the corporation.
C. To acquire by purchase, lease or otherwise, to hold, own, deal
in or with, and otherwise manage and operate, sale, transfer, rent, lease,
mortgage, pledge, and otherwise dispose of, or encumber any and all classes of
property whatsoever, whether real or personal, or any interest therein, as
principal, agent, broker or dealer.
D. To establish, organize, coordinate, direct, manage, or otherwise
control corporations, partnerships, and all other lawful businesses or
business entitles permitted under the laws of the State of Utah. The
corporation may provide counseling services for such business or individuals,
but it will not act as an investment advisor.
<PAGE> 2
E. To acquire by purchase, assignment, grant, license or otherwise,
to apply for, secure, lease or in any manner obtain to develop, hold own use,
exploit, or operate, enjoy and introduce, rights of all kinds in respect of,
or otherwise dispose of to secure to it the payment of agreed royalties,
commissions, or other consideration, and generally to deal in and with and
turn to account for any or all purposes, either for itself or as nominee or
agent for others.
1. Any and all inventions, devices, processes, discoveries and
formulas, and improvements and modifications thereof and rights and interest
therein;
2. Any and all letters patent or applications for letters
patent of the United States of America or any other country, state, or
locality or authority and any and all rights, interests and privileges
connected therewith or incidental or appertaining thereto;
3. Any and all copyrights granted by the United States or any
other country, state, locality or authority and any and all rights, interest,
and privileges connected therewith or appertaining thereto; and
4. Any and all trademarks, trade names, trade symbols, labels,
designs and other indicates of origin and ownership granted by or recognized
under the laws of the United States of America or any other country, state,
locality or authority, connected therewith or incidental or appertaining
thereto.
F. To acquire by purchase, subscription, or otherwise, and to
receive, hold, own, guarantee, sell, assign, transfer, mortgage, pledge, or
otherwise dispose of or deal in and with any of the shares of the capital
stock of this or other corporations, or any voting trust certificates in
<PAGE> 3
respect of the shares of capital stock, script, warrants, rights, bonds,
debentures, notes, trust receipts, and other securities, obligations, choices
in action and evidences of indebtedness or interest issued or created by any
corporation, including this corporation, joint stock companies, syndicates,
associations, forms, trusts or persons, public or private, or by the
government or by any state, territory, province, municipality or other
political subdivision or by any governmental agency, and as owner thereof to
possess and exercise all the rights, powers and privileges of ownership,
including the right to execute and consents and vote thereon, and to do any
and all things and acts necessary or advisable for the preservation,
protection, improvement and enhancement in value thereof.
G. To acquire, and pay for in cash, or assets of this corporation,
stock or bonds of this corporation or otherwise, and the goodwill, rights,
assets and property, and to undertake or assume the whole or any part of the
obligations or liabilities of any person, firm, association or corporation.
H. To borrow or raise monies for any of the purposes of the
corporation, and from time to time without limit as to amount, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures, and other negotiable or non-negotiable
instruments and evidences of indebtedness, and to secure the payment of any of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise
dispose of such bonds or other obligations of the corporation for its
corporate purposes.
I. To loan to any person, firm or corporation, any of its surplus
funds, either with
<PAGE> 4
or without security.
J. To purchase, hold, sell and transfer the shares of its own
capital stock; provided it shall not use its funds or property for the
purchase of its own shares of capital stock when such use would cause any
impairment of its capital except as otherwise permitted by law, and provided
further that shares of its own capital stock belonging to it shall not be
voted upon directly or indirectly.
K. To have one or more offices, to carry on all of or any of its
operations and business and without restriction or limit as to amount, to
purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise
dispose of real and personal property of every class and description in any of
the states, districts, or territories of the United States, in any and all
foreign countries, subject to the laws of such states, districts, or
territories of the United States, in any and all foreign countries, subject to
the laws of such states, districts, territories, or countries.
L. To enter into joint ventures and partnerships with individuals,
associations and/or other corporations.
M. In general to do any and all things that are incidental and
conducive to the attainment of any above object and purpose, to the same
extent as natural persons might or could do, which now or hereafter may be
authorized by the laws of the United States and the State of Nevada, ;or in
any country in the world as the Board of Directors may deem to the advantage
of the corporation.
<PAGE> 5
ARTICLE IV
Capital Stock
The aggregate number of shares which this corporation shall have
authority to issue is 50,000,000 shares of common voting stock, $.O01 par
value. All stock of the corporation shall be of the same class and have the
same rights and preferences. There shall be no pre-emptive rights.
ARTICLE V
Minimum Paid in Capital
The corporation shall not commence business until consideration of
the value of at least One Thousand Dollars ($1,000.00) has been received by it
for the issuance of such shares.
ARTICLE VI
Registered Office and Agent
The address of this corporation's initial registered office and the
name of its original registered agent at such address is:
Lisa R. Mandernach
410 Crown Royale Court
Henderson, Nevada 89015
<PAGE> 7
<PAGE>
ARTICLE VII
Initial Board of Directors
The number of directors constituting the initial board of directors of
the corporation is two (2) and the names and the address of persons who are to
serve as directors until the first annual meeting of shareholders or until
their successors are elected and qualified are:
Name Address
---- -------
PAMELA LINDQUIST 245 North Vine St. #103
Salt Lake City, Utah 84103
Marie T. Lindquist 780 North 150 West
Logan, Utah 84321
ARTICLE VIII
Officers
Officers of this corporation shall include a President and a
Secretary/Treasurer. The President and the Secretary and the Treasurer shall
be elected by the Board of Directors, and may but need not by elected from the
members of the board.
ARTICLE IX
Non-Assessability of Stock
Shares of stock of this corporation shall be issued fully paid and
shall be non-assessable for any purpose. The private property of the
stockholders shall not be liable for the debts, obligations or liabilities of
this corporation.
<PAGE> 7
ARTICLE X
Indemnification
Any person made part or involved in any civil, criminal or
administrative action, suit or proceeding by reason of the fact that he or his
testator or intestate is or was director, officer, or employee of the
corporation, or of any corporation which he, the testator, or intestate served
as such at the request of the corporation shall be indemnified by the
corporation against expenses reasonably incurred by him or imposed on him in
connection with or resulting from the defense of such action, suit, or
proceeding and in connection with or resulting from any appeal therein, except
with respect to matters as to which it is adjudged in such action, suit, or
proceeding that such officer, director, or employee was liable to the
corporation, or to such other corporation, for negligence or misconduct in the
performance of his duty. As used herein the term "expense" shall include all
obligations incurred by such person for the payment of money, including
without limitation attorney's fees, judgments, awards, fines, penalties, and
amounts paid in satisfaction of judgment or in settlement of any such action,
suit, or proceeding amounts paid to the corporation or any other corporation
by him. A judgment or conviction whether based on plea of guilty or
nolo-contendere or its equivalent or after trail shall not of itself be deemed
an adjudication that such director, officer, or employee is liable to the
corporation, or such other corporation, for negligence or misconduct in the
performance of his duties. Determination of the rights of such
indemnification and the amount thereof may be made at the option of the person
to be indemnified pursuant to procedure set forth from time to time in the
By-Laws, or by any of the following procedures:
<PAGE> 8
(a) Order of the Court of administrative body or agency having
jurisdiction of the action, suit, or proceeding;
(b) Resolution adopted by a majority of the quorum of Board of
Directors of the corporation without counting in such majority a quorum any
directors who have incurred expenses in connection with such action, suit or
proceeding;
(C) If there is no quorum of directors who have not incurred expenses
in connection with such action, suit, or proceeding, then by resolution
adopted by a majority of the committee of stockholders and directors by the
Board of Directors;
(d) Resolution adopted by a majority of the quorum of the Directors
entitled to vote at any meeting; or
(e) Order of any court having jurisdiction over the corporation. Any
such determination that a payment by way of indemnity should be made will be
binding upon the corporation, such right of indemnification shall not be
exclusive of any other right which such directors, officers, and employees of
the corporation and the other persons above-mentioned may have or hereafter
acquire and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any By-Laws,
Agreements, vote of stockholders, provision of law, or otherwise as well as
their rights under this article. The provisions of this article shall apply
to any member of any committee appointed by the Board of Directors as fully as
though such persons had been a director,
<PAGE> 9
officer or employee of the corporation.
ARTICLE XI
Incorporators
The name and address of each incorporator is:
NAME ADDRESS
------ ---------
PAMELA LINDQUIST 245 North Vine St. #103
Salt Lake City, Utah 84103
MARIE T. LINDQUIST 780 North 150 West
Logan, Utah 84321
IN WITNESS WHEREOF, we the undersigned original incorporators
hereinabove named, have hereunto set our hands this 13th day of September,
1996
/s/ Pamela Lindquist
--------------------
Pamela Lindquist
/s/ Marie Lindquist
----------------------
Marie T. Lindquist
<PAGE> 10
STATE OF Utah )
: ss.
County of Salt Lake )
On the 13th day of September 1996, personally appeared before me,
MARIE T. LINDQUIST and PAMELA LINDQUIST who being by me first duly sworn,
severally declared that they are the persons who signed the foregoing
instrument and that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my have and seal this 13th day
of March 1996.
/s/ Donna L. Campbell
---------------------
Commission Expires: Residing in: State of Utah
<Notary Stamp of Donna L. Campbell
appears here with expiration date of
July 15, 2000, State of Utah>
BY-LAWS OF
ALMOST COUNTRY PRODUCTIONS, INC.
ARTICLE I OFFICES
The principal office of the Corporation shall be established and
maintained at 245 N. Vine St. in the City of Salt Lake, County of Salt
Lake, State of Utah. The Corporation may also have offices at such places
within or without the State of Utah as the board may from time to time
establish.
ARTICLE II SHAREHOLDERS
1. MEETINGS. The annual meeting of the shareholders of this Corporation
shall be held on the 1st day of Sept. of each year or at such other time and
place designated by the Board of Directors of the Corporation. Business
transacted at the annual meeting shall include the election of Directors of
the Corporation and all other matters properly before the Board. If the
designated day shall fall on a Sunday or legal holiday, the meeting shall be
held on the first business day thereafter.
2. SPECIAL MEETINGS. Special meetings of the Shareholders shall be held
when directed by the President or the Board of Directors, or when requested
in writing by the holders of not less than ten (10%) of all the shares
entitled to vote at the meeting. A meeting requested by Shareholders shall
be called for a date not less than ten (10) nor more than thirty (30) days
after the request is made unless the Shareholders requesting the meeting
designate a later date. The call for the meeting shall be issued by the
Secretary, unless the President, Board of Directors, or Shareholders
requesting the meeting shall designate another person to do so.
3. PLACE. Meetings of Shareholders shall be held at the principal place of
business of the Corporation or at such other place as may be designated by
the Board of Directors.
4. NOTICE. Written notice to each Shareholder entitled to vote stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than thirty (30) days before the meeting. If any
Stockholder shall transfer his stock after notice, it shall not be necessary
to notify the transferee. Any Stockholder may waive notice of any meeting
either before, during or after the meeting.
5. QUORUM. The majority of the Shares entitled to vote, represented in
person or by Proxy, shall constitute a Quorum at a meeting of Shareholders,
but in no event shall a Quorum consist of less than 1/3 of the shares
entitled to vote at the meeting.
<PAGE>
After a Quorum has been established at a Shareholders' meeting, the
subsequent withdrawal of Shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a Quorum,
shall not effect the validity of any action taken at the meeting or any
adjournment thereof.
6. PROXY. Every Shareholder entitled to vote at a meeting of Shareholders,
or to express consent or dissent without a meeting, or his duly authorized
attorney-in-fact, may authorize another person or persons to act for him by
Proxy. The Proxy must be signed by the Shareholder or his attorney-in-fact.
No Proxy shall be valid after the expiration of six (6) months from the date
thereof, unless otherwise provided in the Proxy.
ARTICLE III DIRECTORS
1. BOARD OF DIRECTORS. The business of the Corporation shall be managed
and its corporate powers exercised by a Board of two ( 2 ) Directors, each of
whom shall be of majority age. It shall not be necessary for Directors to be
Shareholders.
2. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at the
annual meeting of Stockholders and each Director elected shall hold office
until his successor has been elected and qualified, or until his prior
resignation or removal.
3. VACANCIES. If the office of any Director, member of a committee or
other officer becomes vacant, the remaining Directors in office, by a
majority vote, may appoint any qualified person to fill such vacancy, who
shall hold office for the unexpired term and until his successor shall be
duly chosen.
4. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with
or without cause by vote of a majority of all of the stock outstanding and
entitled to vote at a special meeting of Stockholders called for that
purpose.
5. NEWLY CREATED DIRECTORSHIPS. The number of Directors may be increased
by amendment of these By-Laws and by the affirmative vote of a majority in
interest of the Stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional Directors may be
chosen at such meeting to hold office until the next annual election and
until their successors are elected and qualify.
6. RESIGNATION. A Director may resign at any time by giving written notice
to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board of such resignation, and the acceptance of the
resignation shall not be necessary to make it effective.
7. QUORUM OF DIRECTORS. A majority of the Directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board there
shall be less than a quorum present, those present may obtained, and no
further notice thereof need to be given other than by
<PAGE>
announcement at the meeting which shall be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meeting at the
office of the Corporation or at such other places, either within or without
the State, as it may from time to time determine.
9. NOTICE OF MEETINGS OF THE BOARD. A regular annual meeting of the Board
may be held without notice at such time and place as it shall from time to
time determine. Special meetings of the Board shall be held upon notice to
the Directors either personally, by mail or by wire. Special meetings shall
be called by the President or by the Secretary on the written request of two
Directors. Notice of a meeting need not be given to any Director who
submits a waiver of notice before or after the meeting or who attends the
meeting without protesting the lack of notice to him prior thereto or at its
commencement.
10. REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be
held immediately following the annual meeting of Stockholders at the place of
such annual meeting of Stockholders.
11. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate
two or more of their members to the Executive Committee. To the extent
provided in said resolution or these By-Laws, said committee may exercise
the powers of the Board concerning the management of the business of the
Corporation.
12. COMPENSATION. No compensation shall be paid to Directors, as such, for
their services, but by resolution of the Board, a fixed sum and expenses for
actual attendance, at each regular or special meeting of the Board, may be
authorized. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV OFFICERS
1. OFFICERS, ELECTION AND TERM.
a. The Board may elect or appoint a Chairman, a President, one or more
Vice Presidents, a Secretary and a Treasurer, and such other officers as it
may determine, who shall have such duties and powers as hereinafter
provided.
b. All officers shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of Stockholders and
until their successors have been elected or appointed and qualified.
c. Any two or more offices may be held by the same person.
2. REMOVAL, RESIGNATION, SALARY, ETC.
<PAGE>
a. Any officer elected or appointed by the Board may be removed by the
Board with or without cause.
b. In the event of the death, resignation or removal of an officer, the
Board in its discretion may elect or appoint a successor to fill the
unexpired term.
c. Any officer elected by the Shareholders may be removed only by a
majority vote of the Shareholders unless otherwise provided by the
Shareholders.
d. The salaries of all officers shall be fixed by the Board.
e. The Directors may require any Officer to give security for the
faithful performance of his duties.
3. DUTIES. The officers of this Corporation shall have the following
duties:
a. The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
affairs of the Corporation subject to the directions of the Board of
Directors, and shall preside at all meetings of the Shareholders and Board of
Directors.
b. The Secretary shall have custody of, and maintain, all of the
corporate records except the financial records; shall record the minutes of
all meetings of the Shareholders and Board of Directors, send all notices of
all meetings, and perform such other duties as may be prescribed by the Board
of Directors or the President.
c. The Treasurer shall have custody of all corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of
Shareholders and whenever else required by the Board of Directors or the
President, and shall perform such other duties as may be prescribed by the
Board of Directors or the President.
4. REMOVAL OF OFFICERS. An officer or agent elected or appointed by the
Board of Directors may be removed by the Board whenever, in its judgment, the
best interests of the Corporation will be served thereby. Any vacancy in
any office may be filled by the Board of Directors.
ARTICLE V STOCK CERTIFICATES
1. ISSUANCE. Every holder of shares of this Corporation shall be entitled
to have a certificate representing all shares of which he is entitled. No
certificate shall be issued for any share until such share is fully paid.
<PAGE>
2. FORM. Certificates representing shares in this Corporation shall be
signed by the President or Vice President and the Secretary or an Assistant
Secretary and may bu not required be sealed with the seal of the corporation
or a facsimile thereof.
3. TRANSFER OF STOCK. The Corporation shall register a stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder of record or by his duly authorized attorney.
5. LOST, STOLEN OR DESTROYED CERTIFICATES. If the Shareholder shall claim
to have lost or destroyed a certificate of shares issued by the Corporation,
a new certificate shall be issued upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed, and, at the discretion of the Board of Directors, upon the
deposit of a bond or other indemnity in such amount and with such sureties,
if any, as the Board may reasonably require.
ARTICLE VI BOOKS AND RECORDS
1. BOOKS AND RECORDS. This Corporation shall keep correct and complete
books and records of account and minutes of the proceedings of its
Shareholders, Board of Directors and committees of Directors.
This Corporation shall keep at its registered office or principal
place of business a record of its Shareholders, giving the names and
addresses of all Shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in any
other form capable of being converted into written form within a reasonable
time.
2. SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been a
holder of record of shares or of voting trust certificates therefor at least
ninety (90) days immediately preceding his demand or shall be the holder of
record of shares or of voting trust certificates for at least five (5%)
percent of the outstanding shares of the Corporation, upon written demand
stating the purpose thereof, shall have the right to examine, in person, by
agent or attorney, at any reasonable time, for any proper purpose, the
Corporation's relevant books and records of accounts, minutes, and records of
Shareholders, and to make extracts therefrom.
3. FINANCIAL INFORMATION. Not later than three (3) months after the close
of each fiscal year, this Corporation shall prepare a balance sheet showing,
in reasonable detail, the financial condition of the Corporation at the
close of its fiscal year, and a profit and loss statement showing the results
of the operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder of voting
trust certificates for shares of the Corporation, the Corporation shall mail
to each Shareholder or holder of voting trust certificates a copy of the most
recent such balance sheet and profit and loss statement.
<PAGE>
The balance sheet and profit and loss statements shall be filed in
the registered office of the Corporation of this state, shall be kept for at
least five years, and shall be subject to inspection during business hours by
any Shareholder or holder of voting trust certificates, in person or by
agent.
ARTICLE VII DIVIDEND
The Board may out of funds legally available therefor, at any regular or
special meeting, declare dividends upon the capital stock of the Corporation
as and when it deems expedient. Before declaring any dividend there may be
set apart out of any funds of the Corporation available for dividends, such
sum or sums as the Board from time to time in their discretion deem proper
for working capital or as a reserve fund to meet contingencies or for
equalizing dividends or for such other purposes as the Board shall deem
conducive to the interests of the Corporation.
ARTICLE VIII CORPORATE SEAL
The seal of the Corporation if one is used shall be circular in form and
bear the name of the Corporation, the year of its organization and the words
"CORPORATE SEAL, STATE OF Nevada". The seal may be used by causing it to be
impressed directly on the instrument or writing to be sealed, or upon
adhesive substance affixed thereto. The seal on the certificates for shares
or on any corporate obligation for the payment of money may be facsimile,
engraved or printed.
ARTICLE IX EXECUTION
All corporate instruments and documents shall be signed or
countersigned, executed, verified, or acknowledged by such officer, officers,
or other person or persons as the Board may from time to time designate.
ARTICLE X FISCAL YEAR
The fiscal year shall be a calendar year.
ARTICLE XI NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required
shall be deemed to be sufficient if given by depositing the same in the post
office box in a sealed post-paid wrapper, addressed to the person entitled
thereto at his last known post office address, and such notice shall be
deemed to
<PAGE>
have been given and received two (2) days subsequent to mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of
any meetings except as otherwise provided by Statute.
Whenever any notice is required to be given under the provisions of
any law, or under the provisions of the Certificate of Incorporation of the
Corporation or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE XII CONSTRUCTION
Whenever a conflict arises between the language of these By-Laws and the
Certificate of Incorporation, the Certificate of Incorporation shall govern.
ARTICLE XIII BUSINESS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action of the Stockholders,
Directors and committee may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be signed by all persons who would
be entitled to vote on such action at a meeting and filed with the Secretary
of the Corporation as part of the proceedings of the Stockholders, Directors
or committees as the case may be.
2. MANAGEMENT BY STOCKHOLDER. In the event the Stockholders are named in
the Articles of Incorporation and are empowered therein to manage the affairs
of the Corporation in lieu of Directors, the Stockholders of the Corporation
shall be deemed Directors for the purposes of these By-Laws and wherever the
words "directors", "board of directors", or "board" appear in these By-Laws,
those words shall be taken to mean Stockholders.
The Shareholders may, by majority vote, create a Board of Directors
to manage the business of the Corporation and exercise its corporate powers.
ARTICLE XIV AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the Stockholders or at any special meeting thereof if
notice of the proposed alteration or repeal to be made be contained in the
notice of such special meeting, by the affirmative vote of a majority of the
stock issued and outstanding and entitled to vote thereat, or by the
affirmative vote of a majority of the Board at any regular meeting of the
Board or at any special meeting of the Board if notice of the proposed
alteration or repeal to be made, be contained in the notice of such special
meeting.
<PAGE>
ARTICLE XV REMARKS
Whenever an officer, director, or majority stockholder fails or refuses
to comply with any provision herein or in the Corporation's Articles of
Incorporation, any other officer, director or shareholder shall have the
right to enforce said provision and provide for said compliance through an
action for injunctive relief or a derivative action, if such are cognizable
at law, and to collect court costs and attorneys fees from such officer,
director or majority stockholder personally. Any such officer, director or
majority stockholder consents, for any such action, to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Cache County, State of Utah.
<Handwritten statement appears here: Bylaws were duly adopted on approximately
October 25, 1996, by resolution of the Board of Directors. Dated November 17,
1999.
/s/ Pamela Lindquist
CONTRACT
This contract is entered into on this date September 13, 1996 by and
between Pamela Lindquist and Almost Country Productions, Inc., a proposed
Nevada corporation.
Pamela Lindquist is involved in country music and has an agent, Albert
Embry and a producer Jim Isbell both in Nashville, Tennessee with considerable
experience in the music business. The Agent and Producer have expressed an
interest in developing Pamela and producing tapes and CD's for Almost Country,
Pam's music group. They will promote the same with the objective of using
their talent and connections in the business to sell recordings as well as
obtain a contract for the group with a record company.
Pamela agrees to assign a financial interest in the production company
that will provide a royalty of $2.00 on each tape and $2.50 on CD's sold from
the recordings produced, for a period of two (2) years from the date of this
agreement.
Almost Country Productions, Inc. a proposed Nevada corporation agrees to
provide the funds necessary, up to a total of $25,000.00 by offering stock on
a 504 underwriting on a best efforts basis. In the even the stock sale is
unsuccessful this agreement will become null and void.
In the initial funding and sale of music is successful the parties will
grant to each other a first right of refusal for 60 days after notice to
participate in any future projects of Almost Country Productions, Inc.
This is a preliminary understanding between the parties and will be
formalized into a formal agreement at the completion of this project.
Signed,
/s/ Pamela Lindquist
------------------------
Pamela Lindquist
/s/ Marie Lindquist
------------------------
For Almost Country Productions, Inc.
ALMOST COUNTRY PRODUCTIONS, INC.
245 North Vine St. suite 103
Salt Lake city, Utah 84103
September 1, 1998
ADDENDUM
This addendum is to that certain agreement dated September 13, 1996
between Almost Country Procuctions, Inc. and Pamela Lindquist.
The agreement is hereby extended by mutual consent of the parties for a
period of one year and will expire on September 30 2000.
This addendum is executed by the parties this 1st day of September,
1998.
Signed,
/s/ Pamela Lindquist
______________________
Pamela Lindquist
/s/ Marie T. Lindquist
______________________
For Almost Country Productions
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