UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
SILVER STATE VENDING CORPORATION
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(Name of Small Business Issuer in its charter)
Nevada 88-0860379
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification
number)
236 S. Rainbow Bl., Suite 468, Las Vegas, Nevada 89128
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (702) 363-0066
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: n/a
Name of exchange on which each class is to be registered: n/a
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Silver State Vending Corporation (the "Company") was organized as a
Nevada corporation on September 30, 1996. The Company currently provides
coin-operated vending services to Las Vegas and the greater southern Nevada
area. To date, the Company has concentrated on the sale of bulk candy.
PRINCIPAL PRODUCTS AND MARKETS
Currently, the Company's revenue relies on the "VENDESIGN," four in one
carousel machine, for the sale of bulk candy. The Company will use national
brand named candy products in its machines, such as M&M peanuts, Mike & Ike,
Boston Baked Beans, Hot Tamales, Skittles, Jelly beans, and a variety of nut
products. In general, bulk candy ranges from gum balls to Swedish mints,
with the type of products used in the machines determined by the location,
foot traffic, age and type of audience, and in many cases, the owner of
where the machine is placed.
The "VENDESIGN," four in one carousel machine is one of the most
efficient machines in the market place. These machines display 374 square
inches of candy in four large canisters, while occupying approximately one
square foot of floor space. Management believes that this is a great
advantage over the bulkier vending machines and enables the Company to place
a larger quantity of machines.
The Company's main focus has been on locating areas of high traffic and
visibility to place machines. Concentrating on the performance of the
machines, coupled with servicing and maintaining of the machines the Company
believes that a personal relationship with their clients will increase
productivity. The Company feels that clients are historically being over
looked or even neglected after the placement of the machines. In today's
business world other companies have over-looked the need to be in direct
contact with clients, thus creating a market to those companies that will
devote time to the individual needs of each client.
METHODS OF DISTRIBUTION
The Company's business is dependent upon the Management's ability to
purchase, place and service its quality vending machines. The Company will
rely upon Management's abilities and years of experience in the vending
industry. The company will look to acquire vending businesses in the local
and regional area of southern Nevada as means of expansion.
The Company relies upon word-of-mouth and referrals to help establish
its client base. To date the Company has generated a large portion of its
client base from these referrals. When the Company is able to better
identify and focus on more specific markets it will adjust its distribution
methods accordingly.
SUPPLIERS
The Company obtains its bulk candy from a number of sources. Its
principal suppliers are Sam's Club, as well as Price Costco wholesale
distributors located in Las Vegas, Nevada. The Company has no exclusive
arrangements with any company and therefore, may obtain its products from
any source. Relationships have been established at executive levels within
the Company's suppliers in order to ensure quality products, contain costs,
and receive superior service.
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COMPETITION
The Company anticipates competition from the already well-established
national vending /bottling distributors such as, the Pepsi-Cola Company, the
Coca Cola Bottling Company of Las Vegas, Frito-Lay Inc., and from local
based operations such as Horizon Vending Corporation, Snac's Incorporated,
Southwest Services, and Weymouth Distributing Company Inc., who offer
vending machines, bulk candy, service contacts, sales routes and services
similar to those of the Company. In this respect, the Company plans to focus
in three specific areas in which it believes it has an advantage.
The Company believes it has three competitive advantages:
(A) Service. The Company believes the introduction of the "VENDEDISN"
vending machine will reflect quality, design and buying appeal. The
Company's goal is to provide machines that give the public both quality
machines, with fresh products, and commit to maintain these machines
frequently. The Company will stay flexible by placing machines in all
sectors of the market. By placing the machines in high traffic areas, the
Company's goal is to stay flexible to the client's ideas and recognition of
need for certain bulk candy products. The ability to offer a one on one
consultation with the client will be to the advantage of the Company, by
addressing the needs of each individual client and working with them on a
personal level, the Company can provide for their specific needs.
(B) Quality. The Company realizes that the success of any business is
dependent on the quality of its vending products. The Company believes that
you get what you pay for. By offering quality products and competitive
prices, management believes it will increase business as well as the
profitability of the Company, and have an advantage over competitors by
rotating products and finding the types of products that work in that
vending area. The quality and freshness of products and the rotation of the
products will insure the clients happiness and satisfaction.
(C) Efficiency. The Company feels that time and efficiency will be an
important factor to many potential clients. After receiving a contact for
the Company's services, the client will receive quick placement of the
Company's machines with the freshest products available in the hopes that it
will enhance the relationship with its clients. The area of placement of
machines is a very important element to the success of an individual
location. The Company will advise the client to the most productive area of
client's environment for placement. Management's biggest challenge, and the
determining factor of the success of the Company, will be the productive
placement of machines.
SEASONALITY
Management is not aware of any seasonality in the vending industry.
EMPLOYEES
The Company currently has only two employee, its President, Raoul
Ramirez and its Secretary, Arvon Burton. Mr. Ramirez and Mr. Burton do not
devote their full attention to the affairs of the Company. As growth of the
Company continues, additional employees will be added when necessary.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
GENERAL
The Company currently operates at 236 S. Rainbow Bl., Suite 468, Las
Vegas, Nevada 89128. The Company's principal business is providing bulk
vending goods to the greater Las Vegas area, as well as southern Nevada.
<PAGE> 2
Results of Operations for the Period Ending December 31, 1998
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From September 30, 1996 (date of inception) to December 31, 1997, the
Company generated no revenues. The Company did not commence business
operations in 1997.
The following is a discussion of the results of operations for the year
ended December 31, 1998.
Total revenues for the year ended December 31, 1998 were $905 as
compared to $0.00 in 1997, respectively. The increase achieved in 1998
represents the commencement of business operations.
Total costs and expenses increased for the year ended December 31, 1998
as compared to 1997 by $3,688, to $7,170 from $3,482. This increase was due
to costs incurred by the Company commencing operation in 1998. Operational
costs were increased as a result of sales in 1998.
The net income for the year ended December 31, 1998 was $<6,582> and
was associated with the increase in general expenses and the commencement of
business operations of the Company in 1998.
Liquidity and Capital Resources
Cash as of December 31, 1998 was $9,776 as compared to $24,143 as of
December 31, 1997. The change was primarily the net of cash $14,367, used by
operating activities and the purchase of vending machines and inventory.
PLAN OF OPERATION
During the next twelve months the Company's plan of operation is
dependent upon management's ability to purchase, place and service the
Company's vending machines. The Company will rely upon management's
abilities and years of experience in the vending industry, both in the bulk
and refrigerated vending sectors.
The Company in the next twelve months is looking to implement the
services of J & S Vending & Locating as an additional avenue for placement
of vending machines in high profile areas. J & S Vending & Locating, a
division of The J & S Group of Cedar Hills, TX., offers the following
services which the company feels are beneficial for growth and expansion:
1) The right to reject any location up front for any reason.
2) 45 day on site guarantee - if you lose that location for any
reason within the 45 days, J & S Vending and Locating will replace
that location to you at no charge
3) 30 day guarantee - if your machine makes $10.00 or less,
then J & S Vending & Locating will replace that location at no
charge.
These services, along with management's current exposure to a large
portion of the apartment industry in southern Nevada, due to other
responsibilities of management, the company feels it can expand its business
base.
During the next twelve months, the Company's cash requirements will
include its lease payments on the Company's office space in Las Vegas,
Nevada, as well as miscellaneous overhead. Management believes that the
Company's existing cash resources and cash generated from operations will be
sufficient to fund the Company's ongoing operations through the remainder of
1999 and be sufficient to provide for the foregoing cash requirements for
day to day operations in the next twelve months. There is no guarantee that
the budgeted funds will be sufficient to achieve these goals.
<PAGE> 3
Management believes that it will not achieve profitability until it is
able to realize approximately $5,000 in gross sales per month. The Company
has no guarantee that it will be able to achieve this goal in the next
twelve months.
The Company may require additional funds and time to achieve these
goals. Even if the Company begins generating revenues, it could require
additional funding for expansion. The Company may find it difficult to
succeed in securing additional financing. The Company may be able to
attract some private investors, or an officer and/or director may be willing
to make additional cash contributions, advancements or loans. Or, as an
alternative, the Company could attempt some form of debt or equity
financing.
YEAR 2000 ISSUES
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The Company has conducted a comprehensive review of its computer,
telephone and alarm systems to identify the systems that could be affected
by the Year 2000 issue and is developing an implementation plan to resolve
the issue.
The issue pertains to whether or not computer systems will properly
recognize date-sensitive information when the year changes to 2000. Systems
that do not properly recognize such information could generate erroneous
data or cause a system to fail. The company is heavily dependent on computer
processing in the conduct of its business activities.
The Company has identified three areas which could be affected by the
Year 2000 issue: computer systems, shipping services and telephone systems.
A. Computer Systems
The Company uses a variety of computer software packages to
operate the business, the majority of which are small "canned" programs
which are used in day-to-day operations. The Company has reviewed the
software it uses (i.e., Microsoft Office with the upgrade to Microsoft
Office 2000 and related programs) and has been assured by Microsoft
Corporation that its products that it uses are new enough to not be affected
by any Year 2000 issues.
B. Shipping Services
The Company currently uses the United Parcel Service for parts
for the vending equipment. The Company was assured by a spokesperson for
United Parcel Service that there will be no interruption by the Year 2000
and will not be affected adversely by any Year 2000 concerns.
C. Telephone Systems
The Company uses the only local carrier in Las Vegas, Sprint, for
its telephone system. Sprint uses a Nortel DMS 100 system which will
accommodate Y2K issues.
The Company will experience no additional costs to upgrade or
modify the phone systems to accommodate any Year 2000 issues.
Based on the review of the computer systems, management does not
believe the cost of remediation will be material to the Company's financial
position and result of operations.
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ITEM 3. DESCRIPTION OF PROPERTY
The Company maintains a monthly rental with an organization from which
it rents an address/postal box and telephone answering service. The annual
rental on this space is approximately $180 and includes the use of a small
desk area. The Company has not signed a lease on this space but has prepaid
the rental through May of 2000. The Company utilizes a portion of its
Secretary's home (720 N. 23rd Street, Las Vegas, NV 89101) for storing of
bulk candy inventory.
Also, the Company leases a 10x15 feet storage unit from West Sahara
Mini Storage at 6318 W. Sahara Ave., Las Vegas, NV 89102, on a month to
month basis at the rate of $96.00 per month. The Company signed a one year
lease and has prepaid the monthly rental through May of 1999.
4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 12,
1999, with respect to the beneficial ownership of the common stock by each
officer and director of the Company, each person (or group of persons whose
shares are required to be aggregated) known to the Company to be the
beneficial owner of more than five percent (5%) of the common stock, and all
such directors and executive officers of the Company as a group. Unless
otherwise noted, the persons named below have sole voting and investment
power with respect to the shares shown as beneficially owned by them.
Title of Name and Address Amount & Nature Percent of
Class of Beneficial Owner of Beneficial Owner Class
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- -
Common Raoul Ramirez<F1> 4,500,000<F2> 39%
1205 Daytona Lane
Las Vegas, NV 89117
Common Arvon Buton<F1> 500,000<F3> 4.4%
720 N. 23rd Street
Las Vegas, NV 89101
Common Charles R. Powell 4,500,000<F2> 39%
5900 Mira Costa
Las Vegas, NV 89108
Common All Officers and Directors 5,000,000<F2> 43.4%
as a Group (2 Persons)
<F1> An Officer and Director of the Company.
<F2> These shares are restricted.
<F3> These shares are control stock for which the resale is limited under
Rule 144(e) to 1% of the shares outstanding every 90 days.
CHANGES IN CONTROL
The Company has no arrangements which might result in a change in
control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
The following table sets forth the directors and executive officers of the
Company, their ages, and all positions with the Company.
<PAGE> 5
Name Age Position
____________________________________________________________________________
Raoul Ramirez 40 President and a director
1205 Daytona Lane of the Company
Las Vegas, NV 89117
Arvon Burton 74 Secretary/Treasurer and director
720 N. 23rd Street the Company
Las Vegas, NV 89101
Raoul Ramirez, 40, is President and a director of the Company. In
1987, Mr. Ramirez completed a joint apprenticeship/correspondence program
which specialized in fire suppression, offered by the State University of
Dallas, Texas. From 1981 to 1985, Mr. Ramirez worked for Sun Automatic Fire
Sprinkler/Consolidated Auto Fire Systems Co. in El Paso, Texas. From 1985
to 1987, Mr. Ramirez worked for West Coast Fire Protection in Van Nuys,
California. From 1987 to 1989, Mr. Ramirez worked for Sierra Fire
Protection in Las Vegas, Nevada. From 1989 to 1995, Mr. Ramirez worked as a
Field Fire Inspector for Reynolds Electrical and Engineering Co., a Nevada
based company. From 1995 to 1996 Mr. Ramirez worked as a fire Protection
Systems Specialist for Tri State Fire Protection, based in Las Vegas, Nevada
and from 1997 to the present time, Mr. Ramirez has been employed as a
Certified Fire Inspector for Certified Fire Protection, located in Las
Vegas, Nevada. Mr. Ramirez has decided to approach a new venture in the
vending business which is in great demand as expressed through the clients
of Certified Fire Protection.
Arvon Burton, age 74, is Secretary/Treasurer and a director of the
Company. From 1956 to 1958, Mr. Burton was the Department Manager and buyer
for Vegas Village Department Stores located in Las Vegas, Nevada. From 1958
to 1969 Mr. Burton was the Office Personnel Manager for Seven-Up Bottling
Company, located in Las Vegas, Nevada. From 1978 to 1979, Mr. Burton worked
for the Seven-Up Bottling Company in Salt Lake City, Utah as the Manager of
the Fountain and Vending Department. From 1971 to 1990, Mr. Burton was owner
of General Health Foods, located Las Vegas, Nevada. From 1990 to 1995, Mr.
Burton was Manager of the Sensuous Sandwich, located in Las Vegas, Nevada.
From 1995 to 1996, Mr. Burton was President and a director of Copy Systems,
Inc., a publicly traded corporation. Copy Systems has since been acquired by
Granatelli Performance Products, Inc. and is trading under the symbol LUBR.
From 1999 to the present, Mr. Burton is a Funeral Director for Palm Mortuary
in Las Vegas, Nevada.
FAMILY RELATIONSHIPS
There are no family relationships among the Company's directors and/or
executive officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of management's knowledge, during the past five years, no
present or former director or executive officer of the Company:
(1) Has filed a petition under federal bankruptcy laws or any
state insolvency law, had a receiver, fiscal agent or similar officer
appointed by a court for the business or property of such person, or any
partnership in which she was a general partner at or within two years
before the time of such filing, or any corporation or business
association of which she was an executive officer at or within two years
before the time of such filing;
(2) Was convicted in a criminal proceeding or named the subject of
a pending criminal proceeding (excluding traffic violations and other
minor offences);
<PAGE> 6
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining her from or otherwise
limiting her involvement in any type of business, securities or banking
activities; or
(4) Was found by a court of competent jurisdiction in a civil
action, by the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated any federal or state
securities law.
ITEM 6. EXECUTIVE COMPENSATION
The following table sets forth the compensation received by the
Company's President since inception in September of 1996. There are no other
officers of the Company who have been paid any compensation.
SUMMARY COMPENSATION
Name and Principal All other
Position Year Compensation
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Raoul Ramirez 1998 $1,000<F1>
President 1997 -0-
1996 -0-
<F1> Mr. Ramirez received $1,000 as non-salary compensation for his
assistance in the organization of the Company. The $1,000 was paid in
January of 1998. No additional compensation in any other form has been paid
nor is there currently any plan or arrangement for future compensation.
OPTIONS/SAR GRANTS
There were no stock options or stock appreciation rights granted to any
executive officer since its inception through the present date.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END
OPTION/SAR VALUE TABLE
Not applicable.
LONG TERM INCENTIVE PLANS
There are no long term incentive plans in effect and therefore no
awards have been given to any executive officer in the past year.
COMPENSATION OF DIRECTORS
The Company pays no fees to members of the Company's Board of Directors
for the performance of their duties as directors. The Company has not
established committees of the Board of Directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS
The Company has no employment contracts in effect with any of the
members of its Board of Directors or its executive officers nor are there
any agreements or understandings with such persons regarding termination of
employment or change-in control arrangements.
<PAGE> 7
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no material transactions in the past two years or
proposed transactions to which the Company has been or proposed to be a
party in which any officer, director, nominee for officer or director, or
security holder of more than 5% of the Company's outstanding securities is
involved.
The Company has no promoters other than its President, Raoul Ramirez
and its Secretary, Arvon Burton. There have been no transactions which have
benefitted or will benefit Mr. Ramirez or Mr. Burton either directly or
indirectly.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the Company
has been threatened. None of the Company's officers, directors, or
beneficial owners of 5% or more of the Company's outstanding securities is a
party adverse to the Company nor do any of the foregoing individuals have a
material interest adverse to the Company.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company has no public trading market for its common stock. Although
the Company intends to seek a quotation for its common shares on the Over-
the-Counter Bulletin Board in the future, there is no assurance the Company
will do so, nor is there any assurance that should the Company succeed in
obtaining a listing for its securities on the OTC Bulletin Board or on some
other exchange, that a trading market for the Company's stock will develop.
There are no outstanding options, warrants to purchase, or securities
convertible into common equity of the Company outstanding. The Company has
not agreed to register any shares of its common stock for any shareholder.
STOCKHOLDERS
The Company's transfer agent, Silver State Transfer & Registrar,
confirms that, as of March 01, 1999, there are 43 shareholders of record for
the Company.
DIVIDENDS
To date, the Company has not paid any dividends on its common stock.
The payment of dividends, if any, in the future is within the discretion of
the Board of Directors and will depend upon the Company's earnings, its
capital requirements and financial condition, and other relevant factors.
The Board does not intend to declare any dividends in the foreseeable
future, but instead intends to retain all earnings, if any, for use in the
Company's business operations. Under Nevada Corporate Law, dividends may be
paid out of surplus or, in case there is no surplus, out of net profits for
the fiscal year in which the dividend is declared and/or the proceeding
fiscal year.
<PAGE> 8
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On September 30, 1996, in connection with its organization, the Company
sold 9,000,000 shares of its common stock to two investors at $.001 per
share pursuant to Section 4(2) of the Securities Act of 1933. These
securities were issued as follows: 500,000 shares to Charles R. Powell in
exchange for cash for an aggregate of $500.00; and 500,000 shares to Raoul
Ramirez in exchange for cash for an aggregate of $500.00. 4,000,000 shares
were issued to Charles Powell in exchange for services rendered to the
Company in connection with the forming, organizing and developing of the
business plan and 4,000,000 shares to Raoul Ramirez in exchange for services
rendered to the Company in connection with the forming, organizing and
developing of the business plan. There were no underwriting discounts or
commissions involved in the sale of these securities.
The Company undertook a public offering which commenced November 21,
1997 and terminated on December 31, 1997, the Company sold an aggregate of
2,409,500, of which, 850,000 is limited under the provisions of Rule 144(e)
because these shares were issued to affiliates or control persons and is
therefore Control Stock. The remaining 1,559,500 of the 2,409,500 shares
were issued to non-affiliates, and is therefore free trading. The Company
has a total of 41 investors at a sales prices of $.01 per share pursuant to
an exemption from registration provided by Regulation D, Rule 504. All of
the 2,409,500 shares were issued in reliance on the federal exemption from
registration under Rule 504 of Regulation D and for which a Form D was filed
with the U.S. Securities Exchange Commission (the "SEC") on April 10, 1997.
These securities were sold for cash. There were no underwriting discounts or
commissions involved in the sale of these securities.
ITEM 11. DESCRIPTION OF SECURITIES
The Company is presently authorized to issue 20,000,000 shares of common
stock, $.001 par value per share, and 5,000,000 shares of preferred stock,
$.001 par value per share. The Company presently has 11,409,500 shares of
common stock outstanding. The holders of common stock (i) have equal ratable
rights to dividends from funds legally available therefore, when, as and if
declared by the Board of Directors of the Company; (ii) are entitled to
share ratably in all of the assets of the Company available for distribution
or winding up of the affairs of the Company; (iii) do not have preemptive
subscription or conversion rights and there are no redemption or sinking
fund applicable thereto; and (iv) are entitled to one non-cumulative vote
per share, on all matters which Shareholders may vote on at all meetings of
Shareholders.
NON-CUMULATIVE VOTING
The holders of Shares of common stock of the Company do not have
cumulative voting rights which means that the holders of more than fifty
percent (50%) of such outstanding Shares, voting for the election of
directors, can elect all of the directors to be elected, if they so choose,
and, in such event, the holders of the remaining Shares will not be able to
elect any of the Company's directors.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
A. Indemnification provided by statute:
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Sections 78.037, 78.295, 78.300, 78.7502, 78.751 and 78.752 of the
Nevada Revised Statutes offer limitation of liability protection for
officers and directors and/or indemnification protection of officers,
directors, employees and agents of the Company, and provide as follows:
NRS 78.037 Articles of incorporation: Optional provisions. The articles of
incorporation may also contain:
<PAGE> 9
1. A provision eliminating or limiting the personal liability of a
director or officer to the corporation or its stockholders for damages
for breach of fiduciary duty as a director or officer, but such a
provision must not eliminate or limit the liability of a director or
officer for:
(a) Acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or
(b) The payment of distributions in violation of NRS
78.300.
2. Any provision, not contrary to the laws of this state, for the
management of the business and for the conduct of the affairs of the
corporation, and any provision creating, defining, limiting or
regulating the powers of the corporation or the rights, powers or duties
of the directors, and the stockholders, or any class of the stockholders,
or the holders of bonds or other obligations of the corporation, or
governing the distribution or division of the profits of the corporation.
NRS 78.295. Liability of directors for declaration of distributions. A
director is fully protected in relying in good faith upon the books of account
of the corporation or statements prepared by any of its officials as to the
value and amount of the assets, liabilities or net profits of the corporation,
or any other facts pertinent to the existence and amount of money from which
distributions may properly be declared.
NRS 78.300 Liability of directors for unlawful distributions.
1. The directors of a corporation shall not make distributions to
stockholders except as provided by this chapter.
2. In case of any willful or grossly negligent violation of the
provisions of this section, the directors under whose administration
the violation occurred, except those who caused their dissent to be
entered upon the minutes of the meeting of the directors at the time, or
who not then being present caused their dissent to be entered on learning
of such action, are jointly and severally liable, at any time within 3
years after each violation, to the corporation, and, in the event of its
dissolution or insolvency, to its creditors at the time of the violation,
or any of them, to the lesser of the full amount of the distribution made
or of any loss sustained by the corporation by reason of the distribution
to stockholders.
NRS 78.7502 Discretionary and mandatory indemnification of officers,
directors, employees and agents: General provisions.
1. A corporation may indemnify any person 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, by
reason of the fact that he 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 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.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did
not act 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 that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
<PAGE> 10
2. A corporation may 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 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 amounts paid in settlement and attorneys fees actually
and reasonably incurred by him in connection with the defense or
settlement of the action or suit 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. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys fees, actually and
reasonably incurred by him in connection with the defense.
NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses.
1. Any discretionary indemnification under NRS 78.7502 unless ordered
by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding;
(c) If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not
parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
2. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must
be paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be entitled
under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
<PAGE> 11
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless ordered
by a court pursuant to NRS 78.7502 or for the advancement of expenses
made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
NRS 78.752. Insurance and other financial arrangements against liability of
directors, officers, employees and agents.
1. A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who 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
for any liability asserted against him and liability and expenses incurred
by him in his capacity as a director, officer, employee or agent, or
arising out of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.
2. The other financial arrangements made by the corporation pursuant
to subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.
(d) The establishment of a letter of credit, guaranty or
surety.
No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud or a knowing violation of law, except with respect to
the advancement of expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any
other person approved by the board of directors, even if all or part of
the other person s stock or other securities is owned by the corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section and the choice of
the person to provide the insurance or other financial arrangement is
conclusive; and
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to
personal liability for his action, even if a director approving
the insurance or other financial arrangement is a beneficiary of
the insurance or other financial arrangement.
5. A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this section is
not subject to the provisions of Title 57 of NRS.
<PAGE> 12
B. Indemnification provided by the Articles of Incorporation
- --------------------------------------------------------------
The TENTH article of the Company's Articles of Incorporation limits the
liability exposure of officers and directors of the Company for damages. It
provides as follows: No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders for damages
for breach of fiduciary duty as a director or officer involving any act or
omission of any such director of officer; provided however, that the foregoing
provision shall not eliminate or limit the liability or a director or officer
(i) for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of
this Article by the stockholders of the Corporation shall be prospective only
and shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts of omissions prior to such
repeal or modification.
C. Indemnification provided by the By-Laws of the Company
- -----------------------------------------------------------
Article VII, INDEMNIFICATION, of the Company's By-Laws provides for
the following indemnification protections: Except as hereinafter stated
otherwise, the Corporation shall indemnify all of its officers and directors,
past, present and future, against any and all expenses incurred by them, and
each of them including but not limited to legal fees, judgments and penalties
which may be incurred, rendered or levied in any legal action brought against
any or all of them for or on account of any act or omission alleged to have
been committed while acting within the scope of their duties as officers or
directors of this Corporation.
As of the date hereof, the Company has no contracts in effect
providing any indemnitee with any specific rights of indemnification although
the Company's bylaws authorize its Board of Directors to enter into and
deliver such contracts to provide an indemnitee with specific rights of
indemnification in addition to the rights provided in the Articles and Bylaws
to the fullest extent provided under Nevada law. The Company has no special
insurance against liability although the Company's bylaws provide that the
Company may, unless prohibited by Nevada law, maintain such insurance.
ITEM 13. FINANCIAL STATEMENTS
<PAGE> 13
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE>
TABLE OF CONTENTS
Page Number
ACCOUNTANT'S REPORT 1
FINANCIAL STATEMENT:
Balance Sheet 2
Statement of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to the Financial Statements 6-7
<PAGE> 14
DAVID E. COFFEY 3651 Lindell Rd. - Suite H Las Vegas, NV 89103
CERTIFIED PUBLIC ACCOUNTANT (702) 871-3979
To the Board of Directors and Stockholders
of Silver State Vending Corporation
Las Vegas, Nevada
I have audited the accompanying balance sheet of Silver State Vending
Corporation (development stage company) as of December 31, 1998 and the
related statements of operations, cash flows and changes in stockholders'
equity for the period from September 30, 1996 (date of inception) to
December 31, 1998. These financial statements are the responsibility of
Silver State Vending Corporation's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audit of the financial
statements provide a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present fairly, in
all material respects, the financial position of Silver State Vending
Corporation as of December 31, 1998 and the results of operations, cash
flows and changes in stockholders' equity for the year then ended in
conformity with generally accepted accounting principles.
/s/ DAVID COFFEY C.P.A.
David Coffey C.P.A.
March 12,1999
<PAGE> 15
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash $ 9,776
Organizational costs less accumulated
amortization of $1,887 2,298
Deposits 420
Prepaid expenses 445
Equipment less accumulated
depreciation of $63 6,267
------
Total Assets $19,206
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable:
Trade 875
-----
Total Liabilities 875
Stockholders' Equity
Common stock, authorized 20,000,000 shares
at $.001 par value, issued and outstanding
11,409,500 shares 11,409
Preferred stock, 5,000,000 shares
at $.001 per value, no shares issued
or outstanding 0
Additional paid-in capital 16,986
Deficit accumulated during
the development stage (10,064)
------
Total Stockholders' Equity 18,331
Total Liabilities and Stockholders' Equity 19,206
======
The accompanying notes are an integral part of
these financial statements.
-2-
<PAGE> 16
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEAR ENDED December 31, 1998
(With Cumulative Figures From Inception)
Inception
Year ended Sept. 30,1996
Dec. 31, 1998 To Date
------------- -------------
Sales $ 905 $ 905
Cost of sales (317) (317)
--- ---
Gross margin 588 588
Expenses
Accounting 2,500 2,500
Amortization 837 1,887
Advertising 125 125
Consulting 1,920 3,920
Depreciation 63 63
Licenses and fees 278 636
Office expenses 492 566
Rent 623 623
Travel 332 332
----- ------
Total expenses 7,170 10,652
Net loss (6,582) $ (10,064)
======
Deficit accumulated,
beginning of year (3,482)
-----
Deficit accumulated during
the development stage $ (10,064)
The accompanying notes are an integral part of
these financial statements.
-3-
<PAGE> 17
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM September 30, 1996 (Date of Inception)
To December 31, 1998
Additional
Common Stock Paid-in
Shares Amount Capital Total
------- ------ ------- -----
Balance,
September 30, 1996 $ $ $ --
Issuance of common
stock for services 8,000,000 8,000 0 8,000
Issuance of common 1,000,000 1,000 0 1,000
stock for cash
Less net loss 0 0 0 (210)
--------- ----- ----- -----
Ba1ance,
December 31, 1996 9,000,000 9,000 0 8,790
Issuance of common
stock for cash 2,409,500 2,409 21,686 24,095
Less offering cost 0 0 (4,100) (4,100)
Less net loss 0 0 0 (3,272)
---------- ------ ------ ------
Balance,
December 31, 1997 11,409,500 11,409 17,586 25,513
Less net loss 0 0 0 (6,582)
Less offering cost 0 0 (600) (600)
---------- ------ ------ ------
Balance,
December 31, 1998 11,409,500 $ 11,409 $ 16,986 $ 18,331
========== ====== ====== ======
The accompanying notes are an integral part of
these financial statements.
-4-
<PAGE> 18
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED December 31, 1998
(With Cumulative Figures From Inception)
Inception
Year ended Sept. 30,1996
Dec. 31, 1998 To Date
-------------- ------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net loss$ $ (6,582) $ (10,064)
Noncash expenses included in net loss
Amortization 837 1,887
Depreciation 63 63
Increase in accounts payable (1,310) 875
Increase in deposits 0 (420)
Increase in prepaid expenses (445) (445)
------ ------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (7,437) (8,104)
CASH FLOWS USED BY INVESTING ACTIVITIES
Organizational costs 0 185
Purchase of equipment 6,330 6,330
----- -----
NET CASH USED BY
INVESTING ACTIVITIES 6,330 6,515
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0 3,409
Additional paid-in capital 0 21,686
Less offering costs (600) (700)
----- -----
NET CASH PROVIDED BY
FINANCING ACTIVITIES (600) 24,395
------ ------
NET INCREASE IN CASH (14,367) $ 9,776
=====
CASH AT BEGINNING OF PERIOD 24,143
------
CASH AT END OF PERIOD $ 9,776
=====
Supplemental disclosure of cash flow information:
Issuance of common stock in exchange
for services $ 8,000 $ 8,000
The accompanying notes are an integral part of
these financial statements.
-5-
<PAGE> 19
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on September 30, 1996 under
the laws of the state of Nevada. The business purpose of
the Company is to provide vending services to Southern
Nevada.
The Company will adopt accounting policies and procedures
based upon the nature of future transactions.
NOTE B ORGANIZATION COSTS
Organization costs are capitalized and amortized over 60
months.
NOTE C OFFERING COSTS
The offering costs which were incurred by the Company in
connection with the public offering were offset against the
net proceeds of the stock offering.
NOTE D EQUIPMENT
The vending equipment is carried at cost. Expenditures for
the maintenance and repair are charged against operations.
Renewals and betterments that materially extend the life of
the assets are capitalized.
Depreciation of the vending equipment is provided for using
the straight-line method over the estimated useful lives
for both federal income tax and financial reporting.
Only three of the thirty vending machines purchased are
currently producing income. The other machines are awaiting
vending locations.
NOTE E COMMON STOCK
The Company retained two of its stockholders and issued
them eight million shares of common stock in exchange for
their services. One of the stockholders was retained as
legal counsel in connection with public stock offering and
the other was retained in connection with the organization
of the Company and preparation of the business plan. These
services were valued at $8,000 of $.001 per share.
-6-
<PAGE> 20
SILVER STATE VENDING CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998
NOTE E CONTINUED
The Company completed a public stock offering in December
of 1997 and sold 2,409,500 shares of its common stock for
$24, 095 at $.10 per share. The net proceeds of the offering
will be used to provide vending services to Southern
Nevada.
NOTE F RELATED PARTY TRANSACTIONS
The Company has paid two of its officers $1,000 each for
serving in these position during the initial development
stage of the Company.
The Company retained two of its stockholders and issued
them eight million shares of common stock in exchange for
their services. One of the stockholders was retained as
legal counsel in connection with public stock offering and
the other was retained in connection with the organization
of the Company and preparation of the business plan. These
services were valued at $8,000 of $.001 per share.
-7-
<PAGE> 21
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has used the same independent accountant since its inception
in September of 1996 and has not had any disagreements with said independent
accountant.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Company's financial statements for the period from inception to
December 31, 1998 are included herein under Item 13 of this Registration
Statement.
(b) The following exhibits are furnished as required by Item 601 of Regulation
S-B.
Exhibit No. Description
3.0 Certificate of Incorporation of Silver State Vending Corporation
consisting of Articles of Incorporation filed with the Secretary
of State of the State of Nevada on September 30, 1996, filed
with SEC in this Registration Statement.
3.1 By-Laws of Silver State Vending Corporation, dated September
30, 1996, are attached hereto, filed with SEC in this
Registration Statement.
4.0 Common Stock certificate, filed with SEC in this Registration
Statement.
27.0 Financial Data Schedule for the period ending 12/31/98, filed
with the SEC in this Registration Statement.
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.
Silver State Vending Corporation
(Registrant)
Date: March 12, 1999 By: /s/ RAOUL RAMIREZ
--------------------------------
Raoul Ramirez
President, Chief Executive Officer and
Director
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that SILVER STATE VENDING CORPORATION did on September 30,1996,
file in this office the original Articles of Incorporation; that said Articles
are now on file and of record in the office of the Secretary of State of the
State of Nevada, and further, that said Articles contain all the provisions
required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Las Vegas, Nevada, on September 30, 1996.
/s/ DEAN HELLER
Secretary of State
By
/s/ (illegible signature)
Certification Clerk
<PAGE>
[Filed stamped as follows: "Filed in the office of the Secretary of State of
the State of Nevada, September 30,1996"]
ARTICLES OF INCORPORATION
OF
SILVER STATE VENDING CORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a Corporation under and pursuant to the
laws of the State of Nevada, and we do hereby certify that:
ARTICLE I - NAME: The exact name of this Corporation is:
Silver State Vending Corporation
ARTICLE II - RESIDENT AGENT:
The Resident Agent of the Corporation is Max C. Tanner, Esq., The Law
Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, Las Vegas, Nevada
89121.
ARTICLE III - DURATION: The Corporation shall have perpetual existence.
ARTICLE IV - PURPOSES: The purpose, object and nature of the business for
which this Corporation is organized are:
(a) To engage in any lawful activity;
(b) To carry on such business as may be necessary, convenient, or
desirable to accomplish the above purposes, and to do all other things
incidental thereto which are not forbidden by law or by these Articles of
Incorporation.
ARTICLE V - POWERS: The powers of the Corporation shall be those powers
granted by 78.060 and 78.070 of the Nevada Revised Statutes under which this
corporation is formed. In addition, the Corporation shall have the following
specific powers:
<PAGE>
(a) To elect or appoint officers and agents of the Corporation and to
fix their compensation;
(b) To act as an agent for any individual, association, partnership,
corporation or other legal entity;
(c) To receive, acquire, hold, exercise rights arising out of the
ownership or possession thereof, sell, or otherwise dispose of, shares or
other interests in, or obligations of, individuals, associations,
partnerships, corporations, or governments;
(d) To receive, acquire, hold, pledge, transfer, or otherwise dispose
of shares of the corporation, but such shares may only be purchased, directly
or indirectly, out of earned surplus;
(e) To make gifts or contributions for the public welfare or for
charitable, scientific or educational purposes, and in time of war, to make
donations in aid of war activities.
ARTICLE VI - CAPITAL STOCK:
Section 1. Authorized Shares. The total number of shares which this
Corporation is authorized to issue is 25,000,000 shares of Capital Stock at
$.001 par value per share.
(a) The total number of shares of Common Stock which this Corporation
is authorized to issue is 20,000,000 shares at $.001 par value per share.
(b) The total number of shares of Preferred Stock which this
Corporation is authorized to issue is 5,000,000 shares at $.001 par value per
share, which Preferred Stock may contain special preferences as determined by
the Board of Directors of the Corporation, including, but not limited to, the
bearing of interest and convertibility into shares of Common Stock of the
Corporation.
Section 2. Voting Rights of Shareholders. Each holder of the Common
Stock shall be entitled to one vote for each share of stock standing in his
name on the books of the Corporation.
2
<PAGE>
Section 3. Consideration for Shares. The Common Stock shall be issued
for such consideration, as shall be fixed from time to time by the Board of
Directors. In the absence of fraud, the judgment of the Directors as to the
value of any property for shares shall be conclusive. When shares are issued
upon payment of the consideration fixed by the Board of Directors, such
shares shall be taken to be fully paid stock and shall be non-assessable. The
Articles shall not be amended in this particular.
Section 4. Pre-emptive Rights. Except as may otherwise be provided by
the Board of Directors, no holder of any shares of the stock of the
Corporation, shall have any preemptive right to purchase, subscribe for, or
otherwise acquire any shares of stock of the Corporation of any class now or
hereafter authorized, or any securities exchangeable for or convertible into
such shares, or any warrants or other instruments evidencing rights or options
to subscribe for, purchase, or otherwise acquire such shares.
Section 5. Stock Rights and Options. The Corporation shall have the
power to create and issue rights, warrants, or options entitling the holders
thereof to purchase from the corporation any shares of its capital stock of
any class or classes, upon such terms and conditions and at such times and
prices as the Board of Directors may provide, which terms and conditions shall
be incorporated in an instrument or instruments evidencing such rights. In
the absence of fraud, the judgment of the Directors as to the adequacy of
consideration for the issuance of such rights or options and the sufficiency
thereof shall be conclusive.
ARTICLE VII - ASSESSMENT OF STOCK: The capital stock of this Corporation,
after the amount of the subscription price has been fully paid in, shall not
be assessable for any purpose, and no stock issued as fully paid up shall ever
be assessable or assessed. The holders of such stock shall not be individually
responsible for the debts, contracts, or liabilities of the Corporation and
shall not be liable for assessments to restore impairments in the capital of
the Corporation.
3
<PAGE>
ARTICLE VIII - DIRECTORS: For the management of the business, and for the
conduct of the affairs of the Corporation, and for the future definition,
limitation, and regulation of the powers of the Corporation and its directors
and shareholders, it is further provided:
Section 1. Size of Board. The members of the governing board of the
Corporation shall be styled directors. The number of directors of the
Corporation, their qualifications, terms of office, manner of election, time
and place of meeting, and powers and duties shall be such as are prescribed by
statute and in the by-laws of the Corporation. The name and post office
address of the directors constituting the first board of directors, which
shall be One (1) in number are:
NAME ADDRESS
Max C. Tanner 2950 East Flamingo Road
Suite G
Las Vegas, NV 89121
Section 2. Powers of Board. In furtherance and not in limitation of the
powers conferred by the laws of the State of Nevada, the Board of Directors is
expressly authorized and empowered:
(a) To make, alter, amend, and repeal the By-Laws subject to the
power of the shareholders to alter or repeal the By-Laws made by the Board of
Directors.
(b) Subject to the applicable provisions of the ByLaws then in
effect, to determine, from time to time, whether and to what extent, and at
what times and places, and under what conditions and regulations, the accounts
and books of the Corporation, or any of them, shall be open to shareholder
inspection. No shareholder shall have any right to inspect any of the
accounts, books or documents of the Corporation, except as permitted by law,
unless and until authorized to do so by resolution of the Board of Directors
or of the Shareholders of the Corporation;
4
<PAGE>
(c) To issue stock of the Corporation for money, property, services
rendered, labor performed, cash advanced, acquisitions for other corporations
or for any other assets of value in accordance with the action of the board
of directors without vote or consent of the shareholders and the judgment of
the board of directors as to value received and in return therefore shall be
conclusive and said stock, when issued, shall be fully-paid and
non-assessable.
(d) To authorize and issue, without shareholder consent, obligations
of the Corporation, secured and unsecured, under such terms and conditions as
the Board, in its sole discretion, may determine, and to pledge or mortgage,
as security therefore, any real or personal property of the Corporation,
including after-acquired property;
(e) To determine whether any and, if so, what part, of the earned
surplus of the Corporation shall be paid in dividends to the shareholders, and
to direct and determine other use and disposition of any such earned
surplus;
(f) To fix, from time to time, the amount of the profits of the
Corporation to be reserved as working capital or for any other lawful purpose;
(g) To establish bonus, profit-sharing, stock option, or other types
of incentive compensation plans for the employees, including officers and
directors, of the Corporation, and to fix the amount of profits to be shared
or distributed, and to determine the persons to participate in any such plans
and the amount of their respective participations.
(h) To designate, by resolution or resolutions passed by a majority
of the whole Board, one or more committees, each consisting of two or more
directors, which, to the extent permitted by law and authorized by the
resolution or the By-Laws, shall have and may exercise the powers of the
Board;
5
<PAGE>
(i) To provide for the reasonable compensation of its own members by
By-Law, and to fix the terms and conditions upon which such compensation will
be paid;
(j) In addition to the powers and authority herein before, or by
statute, expressly conferred upon it, the Board of Directors may exercise all
such powers and do all such acts and things as may be exercised or done by the
corporation, subject, nevertheless, to the provisions of the laws of the State
of Nevada, of these Articles of Incorporation, and of the By-Laws of the
Corporation.
Section 3. Interested Directors. No contract or transaction between
this Corporation and any of its directors, or between this Corporation and any
other corporation, firm, association, or other legal entity shall be
invalidated by reason of the fact that the director of the Corporation has a
direct or indirect interest, pecuniary or otherwise, in such corporation,
firm, association, or legal entity, or because the interested director was
present at the meeting of the Board of Directors which acted upon or in
reference to such contract or transaction, or because he participated in such
action, provided that: (1) the interest of each such director shall have
been disclosed to or known by the Board and a disinterested majority of the
Board shall have nonetheless ratified and approved such contract or
transaction (such interested director or directors may be counted in
determining whether a quorum is present for the meeting at which such
ratification or approval is given); or (2) the conditions of N.R.S. 78.140 are
met.
ARTICLE IX - LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS: The personal
liability of a director or officer of the corporation to the corporation or
the Shareholders for damages for breach of fiduciary duty as a director or
officer shall be limited to acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law.
ARTICLE X - INDEMNIFICATION: Each director and each officer of the
corporation may be indemnified by the corporation as follows:
(a) The corporation may indemnify any person who was or is a party,
or is threatened to be made a party, to any
6
<PAGE>
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he 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 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. The termination of any
action, suite or proceeding, by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, does not of itself create a
presumption that the person did not act 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 that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
(b) The corporation may 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 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 amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit, 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.
Indemnification may not be made for any
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claim, issue or matter as to which such a person has been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals there from, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he must be
indemnified by the corporation against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the defense.
(d) Any indemnification under subsections (a) and (b) unless ordered
by a court or advanced pursuant to subsection (e), must be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(i) By the stockholders;
(ii) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceedi
(iii) If a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(iv) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
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(e) Expenses of officers and directors incurred in defending a civil
or criminal action, suit or proceeding must be paid by the corporation as they
are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
(f) The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(i) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection (b) or for the advancement of expenses made pursuant to subsection
(e) may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
(ii) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
ARTICLE XI - PLACE OF MEETING; CORPORATE BOOKS: Subject to the laws of the
State of Nevada, the shareholders and the Directors shall have power to hold
their meetings, and the Directors shall
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have power to have an office or offices and to maintain the books of the
Corporation outside the State of Nevada, at such place or places as may from
time to time be designated in the By-Laws or by appropriate resolution.
ARTICLE XII - AMENDMENT OF ARTICLES: The provisions of these Articles of
Incorporation may be amended, altered or repealed from time to time to the
extent and in the manner prescribed by the laws of the State of Nevada, and
additional provisions authorized by such laws as are then in force may be
added. All rights herein conferred on the directors, officers and
shareholders are granted subject to this reservation.
ARTICLE XIII - INCORPORATOR: The name and address of the sole incorporator
signing these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
1. Max C. Tanner 2950 East Flamingo Road, Suite G
Las Vegas, Nevada 89121
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 18th day of September, 1996.
/s/ MAX C. TANNER
Max C. Tanner
STATE OF NEVADA )
)ss:
COUNTY OF CLARK )
On September 18,1996, personally appeared before me, a Notary Public, Max
C. Tanner, who acknowledged to me that he executed the foregoing Articles of
Incorporation for Silver State Vending Corporation, a Nevada corporation.
/s/ LISE-LOTTE RUZICKA
Notary Public
[Notary stamped as follows: Notary Public - State of Nevada, Count of Clark
Lise-Lotte Ruzicka, my commission expires July 25, 2000]
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[Filed stamped as follows: "Filed in the office of the Secretary of State of
the State of Nevada, September 30, 1996"]
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF SILVER STATE VENDING CORPORATION
I, Max C. Tanner, do hereby certify that on the 18th day of September,
1996, I accepted the appointment as Resident Agent of the above-entitled
corporation in accordance with Sec. 78.090, NRS 1957.
Furthermore, that the principal office in this state is located at The
Law Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, City of Las
Vegas 89121, County of Clark, State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of
September, 1996.
MAX C. TANNER
By: /s/MAX C. TANNER
Max C. Tanner, Esq.
Resident Agent
11
BY-LAWS OF
SILVER STATE VENDING CORPORATION
ARTICLE I
SHAREHOLDERS
Section 1.01 Annual Meeting. The annual meeting of the shareholders
shall be held at such date and time as shall be designated by the board of
directors and stated in the notice of the meeting or in a duly-executed waiver
of notice thereof. If the corporation shall fail to provide notice of the
annual meeting of the shareholders as set forth above, the annual meeting of
the shareholders of the corporation shall be held during the month of November
or December of each year as determined by the Board of Directors, for the
purpose of electing directors of the corporation to serve during the ensuing
year and for the transaction of such other business as may properly come
before the meeting. If the election of the directors is not held on the day
designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the president shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as is convenient.
Section 1.02 Special Meetings. Special meetings of the shareholders may
be called by the president or the Board of Directors and shall be called by
the president at the written request of the holders of not less than 51% of
the issued and outstanding shares of capital stock of the corporation.
All business lawfully to be transacted by the shareholders may be
transacted at any special meeting at any adjournment thereof. However, no
business shall be acted upon at a special meeting, except that referred to in
the notice calling the meeting, unless all of the outstanding capital stock of
the corporation is represented either in person or by proxy. Where all of the
capital stock is represented, any lawful business may be transacted and the
meeting shall be valid for all purposes.
Section 1.03 Place of Meetings. Any meeting of the shareholders of the
corporation may be held at its principal office in the State of Nevada or such
other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by the shareholders entitled to vote may
designate any place for the holding of such meeting.
Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all shareholders of
record written or printed notice of any meeting at least ten (10) days, but
not more than sixty (60) days, before the date of such meeting; which notice
shall state the place, date and time of the meeting, the general nature of the
business to be transacted, and, in the case of any meeting at which directors
are to be elected, the names of nominees, if any, to be presented for
election.
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(b) In the case of any meeting, any proper business may be
presented for action, except that the following items shall be valid only if the
general nature of the proposal is stated in the notice or written waiver of
notice:
(1) Action with respect to any contract or transaction
between the corporation and one or more of its directors or another firm,
association, or corporation in which one or more of its directors has a
material financial interest;
(2) Adoption of amendments to the Articles of Incorporation;
or
(3) Action with respect to the merger, consolidation,
reorganization, partial or complete liquidation, or dissolution of the
corporation.
(c) The notice shall be personally delivered or mailed by first
class mail to each shareholder of record at the last known address thereof, as
the same appears on the books of the corporation, and the giving of such notice
shall be deemed delivered the date the same is deposited in the United States
mail, postage prepaid. If the address of any shareholder does not appear upon
the books of the corporation, it will be sufficient to address any notice to
such shareholder at the principal office of the corporation.
(d) The written certificate of the person calling any meeting,
duly sworn, setting forth the substance of the notice, the time and place the
notice was mailed or personally delivered to the several shareholders, and the
addresses to which the notice was mailed shall be prima facie evidence of the
manner and fact of giving such notice.
Section 1.05 Waiver of Notice. If all of the shareholders of the
corporation shall waive notice of a meeting, no notice shall be required, and,
whenever all of the shareholders shall meet in person or by proxy, such meeting
shall be valid for all purposes without call or notice, and at such meeting any
corporate action may be taken.
Section 1.06 Determination of Shareholders of Record.
(a) The Board of Directors may at any time fix a future date as a record
date for the determination of the shareholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action. The record date so fixed shall not be more
than sixty (60) days prior to the date of such meeting nor more than sixty (60)
days prior to any other action. When a record date is so fixed, only
shareholders of record on that date are entitled to notice of and to vote at
the meeting or to receive the dividend, distribution or allotment of rights, or
to exercise their rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date.
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(b) If no record date is fixed by the Board of Directors, then (1)
the record date for determining shareholders entitled to notice of or to vote
at a meeting of shareholders shall be at the close of business on the business
day next preceding the day on which notice is given or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which written consent is
given; and (3) the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.
Section 1.07 Quorum: Adjourned Meetings.
(a) At any meeting of the shareholders, a majority of the issued
and outstanding shares of the corporation represented in person or by proxy,
shall constitute a quorum.
(b) If less than a majority of the issued and outstanding shares
are represented, a majority of shares so represented may adjourn from time to
time at the meeting, until holders of the amount of stock required to
constitute a quorum shall be in attendance. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted as originally called. When a shareholders' meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, unless the adjournment is for more than ten (10) days in
which event notice thereof shall be given.
Section 1.08 Voting.
(a) Each shareholder of record, such shareholder's duly authorized
proxy or attorney-in-fact shall be entitled to one (1) vote for each share of
stock standing registered in such shareholder's name on the books of the
corporation on the record date.
(b) Except as otherwise provided herein, all votes with respect
to shares standing in the name of an individual on the record date (included
pledged shares) shall be cast only by that individual or such individual's duly
authorized proxy or attorney-in-fact. With respect to shares held by a
representative of the estate of a deceased shareholder, guardian, conservator,
custodian or trustee, votes may be cast by such holder upon proof of capacity,
even though the shares do not stand in the name of such holder. In the case of
shares under the control of a receiver, the receiver may cast votes carried by
such shares even though the shares do not stand in the name of the receiver
provided that the order of the court of competent jurisdiction which appoints
the receiver contains the authority to cast votes carried by such shares. If
shares stand in the name of a minor, votes may be cast only by the duly-
appointed guardian of the estate of such minor if such guardian has provided
the
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corporation with written notice and proof of such appointment.
(c) With respect to shares standing in the name of a corporation
on the record date, votes may be cast by such officer or agents as the by-laws
of such corporation prescribe or, in the absence of an applicable by-law
provision, by such person as may be appointed by resolution of the Board of
Directors of such corporation. In the event no person is so appointed, such
votes of the corporation may be cast by any person (including the officer
making the authorization) authorized to do so by the Chairman of the Board of
Directors, President or any Vice President of such corporation.
(d) Notwithstanding anything to the contrary herein contained, no
votes may be cast by shares owned by this corporation or its subsidiaries, if
any. If shares are held by this corporation or its subsidiaries, if any, in a
fiduciary capacity, no votes shall be cast with respect thereto on any matter
except to the extent that the beneficial owner thereof possesses and exercises
either a right to vote or to give the corporation holding the same binding
instructions on how to vote.
(e) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a shareholder voting agreement
or otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship respect in the same shares, votes may be
cast in the following manner:
(1) If only one such person votes, the votes of such person
binds all.
(2) If more than one person casts votes, the act of the
majority so voting binds all.
(3) If more than one person casts votes, but the vote is
evenly split on a particular matter, the votes shall be deemed cast
proportionately as split.
(f) Any holder of shares entitled to vote on any matter may cast
a portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder
is casting affirmative votes with respect to all shares held.
(g) If a quorum is present, the affirmative vote of holders of a
majority of the shares represented at the meeting and entitled to vote on any
matter shall be the act of the shareholders, unless a vote of greater number or
voting by classes is required by the laws of the State of Nevada, the Articles
of Incorporation and these By-Laws.
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Section 1.09 Proxies. At any meeting of shareholders, any holder of
shares entitled to vote may authorize another person or persons to vote by
proxy with respect to the shares held by an instrument in writing and
subscribed to by the holder of such shares entitled to vote. No proxy shall be
valid after the expiration of six (6) months from the date of execution
thereof, unless coupled with an interest or unless otherwise specified in the
proxy. In no event shall the term of a proxy exceed seven (7) years from the
date of its execution. Every proxy shall continue in full force and effect
until its expiration or revocation. Revocation may be effected by filing an
instrument revoking the same or a duly-executed proxy bearing a later date
with the secretary of the corporation.
Section 1.10 Order of Business. At the annual shareholders meeting, the
regular order of business shall be as follows:
(1) Determination of shareholders present and existence of
quorum;
(2) Reading and approval of the minutes of the previous
meeting or meetings;
(3) Reports of the Board of Directors, the president,
treasurer and secretary of the corporation, in the order named;
(4) Reports of committee;
(5) Election of directors;
(6) Unfinished business;
(7) New business;
(8) Adjournment.
Section 1.11 Absentees Consent to Meetings. Transactions of any meeting
of the shareholders are as valid as though had at a meeting duly-held after
regular call and notice if a quorum is present, either in person or by proxy,
and if, either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy (and those who, although present,
either object at the beginning of the meeting to the transaction of any
business because the meeting has not been lawfully called or convened or
expressly object at the meeting to the consideration of matters not included
in the notice which are legally required to be included therein), signs a
written waiver of notice and/or consent to the holding of the meeting or an
approval of the minutes thereof. All such waivers, consents, and approvals
shall be filed with the corporate records and made a part of the minutes of the
meeting. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person objects at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
if such objection is expressly made at the
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beginning. Neither the business to be transacted at nor the purpose of any
regular or special meeting of shareholders need be specified in any written
waiver of notice, except as otherwise provided in Section 1.04(b) of these
By-Laws.
Section 1.12 Action Without Meeting. Any action which may be taken by the
vote of the shareholders at a meeting may be taken without a meeting if
consented to by the holders of a majority of the shares entitled to vote or
such greater proportion as may be required by the laws of the State of Nevada,
the Articles of Incorporation, or these By-Laws. Whenever action is taken by
written consent, a meeting of shareholders needs not be called or noticed.
ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure and Qualification. Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of at
least one (1) but no more than nine (9) persons, who shall be elected at the
annual meeting of the shareholders of the corporation and who shall hold office
for one (1) year or until their successors are elected and qualify.
Section 2.02 Resignation. Any director may resign effective upon giving
written notice to the chairman of the Board of Directors, the president, or the
secretary of the corporation, unless the notice specifies a later time for
effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board
or the shareholders may elect a successor to take office when the resignation
becomes effective.
Section 2.03 Reduction in Number. No reduction of the number of directors
shall have the effect of removing any director prior to the expiration of his
term of office.
Section 2.04 Removal.
(a) The Board of Directors or the shareholders of the corporation,
by a majority vote, may declare vacant the office of a director who has been
declared incompetent by an order of a court of competent jurisdiction or
convicted of a felony.
Section 2.05 Vacancies.
(a) A vacancy in the Board of Directors because of death, resignation,
removal, change in number of directors, or otherwise may be filled by the
shareholders at any regular or special meeting or any adjourned meeting thereof
or the remaining director(s) by the affirmative vote of a majority thereof. A
Board of Directors consisting of less than the maximum number authorized in
Section 2.01 of ARTICLE II constitutes vacancies on the Board of Directors for
purposes of this paragraph and may be filled as set forth above including by
the
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election of a majority of the remaining directors. Each successor so elected
shall hold office until the next annual meeting of shareholders or until a
successor shall have been duly-elected and qualified.
(b) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the shareholders shall
constitute less than a majority of the directors then in office, any holder or
holders of an aggregate of five percent (5%) or more of the total number of
shares entitled to vote may call a special meeting of shareholders to be held
to elect the entire Board of Directors. The term of office of any director
shall terminate upon such election of a successor.
Section 2.06 Regular Meetings. Immediately following the adjournment of,
and at the same place as, the annual meeting of the shareholders, the Board of
Directors, including directors newly elected, shall hold its annual meeting
without notice, other than this provision, to elect officers of the corporation
and to transact such further business as may be necessary or appropriate. The
Board of Directors may provide by resolution the place, date and hour for
holding additional regular meetings.
Section 2.07 Special Meetings. Special meetings of the Board of Directors
may be called by the chairman and shall be called by the chairman upon the
request of any two (2) directors or the president of the corporation.
Section 2.08 Place of Meetings. Any meeting of the directors of the
corporation may be held at its principal office in the State of Nevada, or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver or notice signed by the directors may designate any place
for the holding of such meeting.
Section 2.09 Notice of Meetings. Except as otherwise provided in Section
2.06, the chairman shall deliver to all directors written or printed notice of
any special meeting, at least three (3) days before the date of such meeting,
by delivery of such notice personally or mailing such notice first class mail,
or by telegram. If mailed, the notice shall be deemed delivered two (2)
business days following the date the same is deposited in the United States
mail, postage prepaid. Any director may waive notice of any meeting, and the
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, unless such attendance is for the express purpose of objecting to
the transaction of business threat because the meeting is not properly called
or convened.
Section 2.10 Quorum: Adjourned Meetings.
(a) A majority of the Board of Directors in office shall constitute
a quorum.
(b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which
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could have been transacted at the meeting originally called.
Section 2.11 Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may
be taken without a meeting if a written consent thereto is signed by all of the
members of the Board of Directors or of such committee. Such written consent
or consents shall be filed with the minutes of the proceedings of the Board of
Directors or committee. Such action by written consent shall have the same
force and effect as the unanimous vote of the Board of Directors or committee.
Section 2.12 Telephonic Meetings. Meetings of the Board of Directors may
be held through the use of a conference telephone or similar communications
equipment so long as all members participating in such meeting can hear one
another at the time of such meeting. Participation in such a meeting
constitutes presence in person at such meeting.
Section 2.13 Board Decisions. The affirmative vote 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.
Section 2.14 Powers and Duties.
(a) Except as otherwise provided in the Articles of Incorporation
or the laws of the State of Nevada, the Board of Directors is invested with the
complete and unrestrained authority to manage the affairs of the corporation,
and is authorized to exercise for such purpose as the general agent of the
corporation, its entire corporate authority in such manner as it sees fit. The
Board of Directors may delegate any of its authority to manage, control or
conduct the current business of the corporation to any standing or special
committee or to any officer or agent and to appoint any persons to be agents of
the corporation with such powers, including the power to sub-delegate, and upon
such terms as may be deemed fit.
(b) The Board of Directors shall present to the shareholders at
annual meetings of the shareholders, and when called for by a majority vote of
the shareholders at a special meeting of the shareholders, a full and clear
statement of the condition of the corporation, and shall, at request, furnish
each of the shareholders with a true copy thereof.
(c) The Board of Directors, in its discretion, may submit any
contract or act for approval or ratification at any annual meeting of the
shareholders or any special meeting properly called for the purpose of
considering any such contract or act, provided a quorum is present. The
contract or act shall be valid and binding upon the corporation and upon all
the shareholders thereof, if approved and ratified by the affirmative vote of a
majority of the shareholders at such meeting.
(d) In furtherance and not in limitation of the powers conferred
by the laws of the State of Nevada, the Board of Directors is expressly
authorized and empowered to issue stock of the Corporation for money, property,
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services rendered, labor performed, cash advanced, acquisitions for other
corporations or for any other assets of value in accordance with the action of
the Board of Directors without vote or consent of the shareholders and the
judgment of the Board of Directors as to the value received and in return
therefore shall be conclusive and said stock, when issued, shall be fully-paid
and non-assessable.
Section 2.15 Compensation. The directors shall be allowed and paid all
necessary expenses incurred in attending any meetings of the Board.
Section 2.16 Board Officers.
(a) At its annual meeting, the Board of Directors shall elect,
from among its members, a chairman to preside at the meetings of the Board of
Directors. The Board of Directors may also elect such other board officers and
for such term as it may, from time to time, determine advisable.
(b) Any vacancy in any board office because of death, resignation,
removal or otherwise may be filled by the Board of Directors for the unexpired
portion of the term of such office.
Section 2.17 Order of Business. The order of business at any meeting of
the Board of Directors shall be as follows:
(1) Determination of members present and existence of quorum;
(2) Reading and approval of the minutes of any previous
meeting or meetings;
(3) Reports of officers and committeemen;
(4) Election of officers;
(5) Unfinished business;
(6) New business;
(7) Adjournment.
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ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its first meeting
following the annual meeting of shareholders, shall elect a president, a
secretary and a treasurer to hold office for one (1) year next coming and until
their successors are elected and qualify. Any person may hold two or more
offices. The Board of Directors may, from time to time, by resolution, appoint
one or more vice presidents, assistant secretaries, assistant treasurers and
transfer agents of the corporation as it may deem advisable; prescribe their
duties; and fix their compensation.
Section 3.02 Removal; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by it whenever, in its
judgment, the best interest of the corporation would be served thereby. Any
officer may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under any contract to which
the resigning officer is a party.
Section 3.03 Vacancies. Any vacancy in any office because of death,
resignation, removal, or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such
office.
Section 3.04 President. The president shall be the general manager and
executive officer of the corporation, subject to the supervision and control of
the Board of Directors, and shall direct the corporate affairs, with full power
to execute all resolutions and orders of the Board of Directors not especially
entrusted to some other officer of the corporation. The president shall
preside at all meetings of the shareholders and shall sign the certificates of
stock issued by the corporation, and shall perform such other duties as shall
be prescribed by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the president shall
have full power and authority on behalf of the corporation to attend and to act
and to vote at any meetings of the shareholders of any corporation in which the
corporation may hold stock and, at any such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership of such stock.
The Board of Directors, by resolution from time to time, may confer like powers
on any person or persons in place of the president to represent the corporation
for these purposes.
Section 3.05 Vice President. The Board of Directors may elect one or more
vice presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent or unable to act,
including the signing of the certificates of stock issued by the corporation,
and the vice president shall perform such other duties as shall be prescribed
by the Board of Directors.
Section 3.06 Secretary. The secretary shall keep the minutes of all
meetings of the shareholders and the Board of Directors in books provided for
that purpose. The secretary shall attend to the giving and service of all
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notices of the corporation, may sign with the president in the name of the
corporation all contracts authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the corporation,
shall have charge of stock certificate books, transfer books and stock ledgers,
and such other books and papers as the Board of Directors or appropriate
committee may direct, and shall, in general perform all duties incident to the
office of the secretary. All corporate books kept by the secretary shall be
open for examination by any director at any reasonable time.
Section 3.07 Assistant Secretary. The Board of Directors may appoint an
assistant secretary who shall have such powers and perform such duties as may
be prescribed for him by the secretary of the corporation or by the Board of
Directors.
Section 3.08 Treasurer. The treasurer shall be the chief financial
officer of the corporation, subject to the supervision and control of the Board
of Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf
of the corporation for collection checks, notes and other obligations, and
shall deposit all monies to the credit of the corporation in such bank or banks
or other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. Unless otherwise
specified by the Board of Directors, the treasurer shall sign with the
president all bills of exchange and promissory notes of the corporation, shall
also have the care and custody of the stocks, bonds, certificates, vouchers,
evidence of debts, securities and such other property belonging to the
corporation as the Board of Directors shall designate, and shall sign all
papers required by law, by these By-laws or by the Board of Directors to be
signed by the treasurer. The treasurer shall enter regularly in the books of
the corporation, to be kept for that purpose, full and accurate accounts of all
monies received and paid on account of the corporation and whenever required by
the Board of Directors, the treasurer shall render a statement of any or all
accounts. The treasurer shall at all reasonable times exhibit the books of
account to any directors of the corporation and shall perform all acts incident
to the position of treasurer subject to the control of the Board of Directors.
The treasurer shall, if required by the Board of Directors, give a bond to the
corporation in such sum and with such security as shall be approved by the
Board of Directors for the faithful performance of all the duties of the
treasurer and for restoration to the corporation in the event of the
treasurer's death, resignation, retirement,or removal from office, of all
books, records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the corporation.
Section 3.09 Assistant Treasurer. The Board of Directors may appoint an
assistant treasurer who shall have such powers and perform such duties as may
be prescribed by the treasurer of the corporation or by the Board of Directors,
and the Board of Directors may require the assistant treasurer to give a bond
to the corporation in such sum and with such security as it may approve, for
the faithful performance of the duties of assistant treasurer, and for the
restoration to the corporation, in the event of the assistant treasurer's
death, resignation, retirement or removal from office, of all books, records,
papers, vouchers, money and other property belonging to the corporation. The
expense of such bond shall be borne by the corporation.
-11-
<PAGE>
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of capital stock of the corporation shall
be issued in such manner and at such times and upon such conditions as shall be
prescribed by the Board of Directors.
Section 4.02 Certificates. Ownership in the corporation shall be
evidenced by certificates for shares of stock in such form as shall be
prescribed by the Board of Directors, shall be under the seal of the
corporation and shall be signed by the president or the vice president and also
by the secretary or an assistant secretary. Each certificate shall contain the
name of the record holder, the number, designation, if any, class or series of
shares represented, a statement of summary of any applicable rights,
preferences, privileges, or restrictions thereon, and a statement that the
shares are assessable, if applicable. All certificates shall be consecutively
numbered. The name and address of the shareholder, the number of shares, and
the date of issue shall be entered on the stock transfer books of the
corporation.
Section 4.03 Surrender: Lost or Destroyed Certificates. All certificates
surrendered to the corporation, except those representing shares of treasury
stock, shall be canceled and no new certificates shall be issued until the
former certificate for a like number of shares shall have been canceled, except
that in case of a lost, stolen, destroyed or mutilated certificate, a new one
may be issued therefor. However, any shareholder applying for the issuance of
a stock certificate in lieu of one alleged to have been lost, stolen, destroyed
or mutilated shall, prior to the issuance of a replacement, provide the
corporation with his, her or its affidavit of the facts surrounding the loss,
theft, destruction or mutilation and an indemnity bond in an amount and upon
such terms as the treasurer, or the Board of Directors, shall require. In no
case shall the bond be in amount less than twice the current market value of
the stock and it shall indemnify the corporation against any loss, damage, cost
or inconvenience arising as a consequence of the issuance of a replacement
certificate.
Section 4.04 Replacement Certificate. When the Articles of Incorporation
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the corporation or it becomes
desirable for any reason, including, without limitation, the merger or
consolidation of the corporation with another corporation or the reorganization
of the corporation, to cancel any outstanding certificate for shares and issue
a new certificate therefor conforming to the rights of the holder, the Board of
Directors may order any holders of outstanding certificates for shares to
surrender and exchange the same for new certificates within a reasonable time
to be fixed by the Board of Directors. The order may provide that a holder of
any certificate(s) ordered to be surrendered shall not be entitled to vote,
receive dividends or exercise any other rights of shareholders until the holder
has complied with the order provided that such order operates to suspend such
rights only after notice and until compliance.
-12-
<PAGE>
Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
against the corporation except on surrender and cancellation by the certificate
therefor, accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer on the books of the
corporation.
Section 4.06 Transfer Agent. The Board of Directors may appoint one or
more transfer agents and registrars of transfer and may require all
certificates for shares of stock to bear the signature of such transfer agent
and such registrar of transfer.
Section 4.07 Stock Transfer Books. The stock transfer books shall be
closed for a period of ten (10) days prior to all meetings of the shareholders
and shall be closed for the payment of dividends as provided in Article V
hereof and during such periods as, from time to time, may be fixed by the Board
of Directors, and, during such periods, no stock shall be transferable.
Section 4.08 Miscellaneous. The Board of Directors shall have the power
and authority to make such rules and regulations not inconsistent herewith as
it may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the corporation.
ARTICLE V
DIVIDENDS
Section 5.01 Dividends may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of
Directors may fix in advance a record date, as provided in Section 1.06 of
these By-laws, prior to the dividend payment for the purpose of determining
shareholders entitled to receive payment of any dividend. The Board of
Directors may close the stock transfer books for such purpose for a period of
not more than ten (10) days prior to the payment date of such dividend.
ARTICLE VI
OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office. The principal office of the corporation
in the State of Nevada shall be the Law Offices of Max C. Tanner, 2950 East
Flamingo Road, Suite G, Las Vegas, Nevada 89121, and the corporation may have
an office in any other state or territory as the Board of Directors may
designate.
-13-
<PAGE>
Section 6.02 Records. The stock transfer books and a certified copy of
the By-laws, Articles of Incorporation, any amendments thereto, and the minutes
of the proceedings of the shareholders, the Board of Directors, and committees
of the Board of Directors shall be kept at the principal office of the
corporation for the inspection of all who have the right to see the same and
for the transfer of stock. All other books of the corporation shall be kept at
such places as may be prescribed by the Board of Directors.
Section 6.03 Financial Report on Request. Any shareholder or
shareholders holding at least five percent (5%) of the outstanding shares of
any class of stock may make a written request for an income statement of the
corporation for the three (3) month, six (6) month, or nine (9) month period of
the current fiscal year ended more than thirty (30) days prior to the date of
the request and a balance sheet of the corporation as of the end of such
period. In addition, if no annual report for the last fiscal year has been
sent to shareholders, such shareholder or shareholders may make a request for
a balance sheet as of the end of such fiscal year and an income statement and
statement of changes in financial position for such fiscal year. The statement
shall be delivered or mailed to the person making the request within thirty
(30) days thereafter. A copy of the statements shall be kept on file in the
principal office of the corporation for twelve (12) months, and such copies
shall be exhibited at all reasonable times to any shareholder demanding an
examination of them or a copy shall be mailed to each shareholder. Upon
request by any shareholder, there shall be mailed to the shareholder a copy of
the last annual, semiannual or quarterly income statement which it has prepared
and a balance sheet as of the end of the period. The financial statements
referred to in this Section 6.03 shall be accompanied by the report thereon,
if any, of any independent accountants engaged by the corporation
or the certificate of an authorized officer of the corporation that such
financial statements were prepared without audit from the books and records of
the corporation.
Section 6.04 Right of Inspection.
(a) The accounting books and records and minutes of proceedings of
the shareholders and the Board of Directors and committees of the Board of
Directors shall be open to inspection upon the written demand of any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours for a purpose reasonably related to such holder's
interest as a shareholder or as the holder of such voting trust certificate.
This right of inspection shall extend to the records of the subsidiaries, if
any, of the corporation. Such inspection may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
(b) Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records and documents of every kind and to
inspect the physical properties of the corporation and/or its subsidiary
corporations. Such inspection may be made in person or by agent or attorney,
and the right of inspection includes the right to copy and make extracts.
-14-
<PAGE>
Section 6.05 Corporate Seal. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.
Section 6.06 Fiscal Year. The fiscal year-end of the corporation shall be
the calendar year or such other term as may be fixed by resolution of the Board
of Directors.
Section 6.07 Reserves. The Board of Directors may create, by resolution,
out of the earned surplus of the corporation such reserves as the directors
may, from time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends or to repair or maintain any property of
the corporation, or for such other purpose as the Board of Directors may deem
beneficial to the corporation, and the directors may modify or abolish any such
reserves in the manner in which they were created.
ARTICLE VII
INDEMNIFICATION
Section 7.01 Indemnification. The corporation shall, unless prohibited by
Nevada Law, indemnify any person (an "Indemnitee") who is or was involved in
any manner (including, without limitation, as a party or a witness) or is
threatened to be so involved in any threatened, pending or completed action
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, including without limitation, any action, suit or proceeding
brought by or in the right of the corporation to procure a judgment in its
favor (collectively, a "Proceeding") by reason of the fact that he 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, employee benefit plan
or other entity or enterprise, against all Expenses and Liabilities actually
and reasonably incurred by him in connection with such Proceeding. The right
to indemnification conferred in this Article shall be presumed to have been
relied upon by the directors, officers, employees and agents of the corporation
and shall be enforceable as a contract right and inure to the benefit of heirs,
executors and administrators of such individuals.
Section 7.02 Indemnification Contracts. The Board of Directors is
authorized on behalf of the corporation, to enter into, deliver and perform
agreements or other arrangements to provide any Indemnitee with specific rights
of indemnification in addition to the rights provided hereunder to the fullest
extent permitted by Nevada Law. Such agreements or arrangements may provide
(i) that the Expenses of officers and directors incurred in defending a civil
or criminal action, suit or proceeding, must be paid by the corporation as they
are incurred and in advance of the final disposition of any such action, suit
or proceeding provided that, if required by Nevada Law at the time of such
advance, the officer or director provides an undertaking to repay such amounts
if it is ultimately determined by a court of competent
-15-
<PAGE>
jurisdiction that such individual is not entitled to be indemnified against
such expenses, (iii) that the Indemnitee shall be presumed to be entitled to
indemnification under this Article or such agreement or arrangement and the
corporation shall have the burden of proof to overcome that presumption, (iii)
for procedures to be followed by the corporation and the Indemnitee in making
any determination of entitlement to indemnification or for appeals therefrom
and (iv) for insurance or such other Financial Arrangements described in
Paragraph 7.02 of this Article, all as may be deemed appropriate by the Board
of Directors at the time of execution of such agreement or arrangement.
Section 7.03 Insurance and Financial Arrangements. The corporation may,
unless prohibited by Nevada Law, purchase and maintain insurance or make other
financial arrangements ("Financial Arrangements") on behalf of any Indemnitee
for any liability asserted against him and liability and expenses incurred by
him in his capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the authority to
indemnify him against such liability and expenses. Such other Financial
Arrangements may include (i) the creation of a trust fund, (ii) the
establishment of a program of self-insurance, (iii) the securing of the
corporation's obligation of indemnification by granting a security interest or
other lien on any assets of the corporation, or (iv) the establishment of a
letter of credit, guaranty or surety.
Section 7.04 Definitions. For purposes of this Article:
Expenses. The word "Expenses" shall be broadly construed and, without
limitation, means (i) all direct and indirect costs incurred, paid or accrued,
(ii) all attorneys' fees, retainers, court costs, transcripts, fees of experts,
witness fees, travel expenses, food and lodging expenses while traveling,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service, freight or other transportation fees and expenses, (iii) all
other disbursements and out-of-pocket expenses, (iv) amounts paid in
settlement, to the extent permitted by Nevada Law, and (v) reasonable
compensation for time spent by the Indemnitee for which he is otherwise not
compensated by the corporation or any third party, actually and reasonably
incurred in connection with either the appearance at or investigation, defense,
settlement or appeal of a Proceeding or establishing or enforcing a right to
indemnification under any agreement or arrangement, this Article, the Nevada
Law or otherwise; provided, however, that "Expenses" shall not include any
judgments or fines or excise taxes or penalties imposed under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or other excise
taxes or penalties.
Liabilities. "Liabilities" means liabilities of any type whatsoever,
including, but not limited to, judgments or fines, ERISA or other excise taxes
and penalties, and amounts paid in settlement.
Nevada Law. "Nevada Law" means Chapter 78 of the Nevada Revised
Statutes as amended and in effect from time to time or any successor or other
statutes of Nevada having similar import and effect.
-16-
<PAGE>
This Article. "This Article" means Paragraphs 7.01 through 7.04 of
these By-Laws or any portion of them.
Power of Stockholders. Paragraphs 7.01 through 7.04, including this
Paragraph, of these By-Laws may be amended by the stockholders only by vote of
the holders of sixty-six and two-thirds percent (66 2/3%) of the entire number
of shares of each class, voting separately, of the outstanding capital stock of
the corporation (even though the right of any class to vote is otherwise
restricted or denied); provided, however, no amendment or repeal of this
Article shall adversely affect any right of any Indemnitee existing at the time
such amendment or repeal becomes effective.
Power of Directors. Paragraphs 7.01 through 7.04 and this Paragraph
of these By-Laws may be amended or repealed by the Board of Directors only by
vote of eighty percent (80%) of the total number of Directors and the holders
of sixty-six and two-thirds percent (66 2/3) of the entire number of shares of
each class, voting separately, of the outstanding capital stock of the
corporation (even though the right of any class to vote is otherwise restricted
or denied); provided, however, no amendment or repeal of this Article shall
adversely affect any right of any Indemnitee existing at the time such
amendment or repeal becomes effective.
ARTICLE VIII
BY-LAWS
Section 8.01 Amendment. Amendments and changes of these By-Laws may be
made at any regular or special meeting of the Board of Directors by a vote of
not less than all of the entire Board, or may be made by a vote of, or a
consent in writing signed by the holders of a majority of the issued and
outstanding capital stock.
Section 8.02 Additional By-Laws. Additional by-laws not inconsistent
herewith may be adopted by the Board of Directors at any meeting of the Board
of Directors at which a quorum is present by an affirmative vote of a majority
of the directors present or by the unanimous consent of the Board of Directors
in accordance with Section 2.11 of these By-laws.
CERTIFICATION
I, the undersigned, being the duly elected secretary of the Corporation,
do hereby certify that the foregoing By-laws were adopted by the Board of
Directors on the 30th day of September 1996.
/s/ Raoul Ramirez
Raoul Ramirez, Secretary
-17-
(in form of certificate, two-sided)
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
Number
Shares
CUSIP NO. 892259 10 9
SILVER STATE VENDING CORPORATION
25,000,000 Authorized Shares
$.001 Par Value
Non-Assessable
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
Shares of SILVER STATE VENDING CORPORATION Common Stock transferrable on the
books of the Corporation in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid
until countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:___________________
(seal as follows: "Silver State Vending Corporation, Corporate Seal, Nevada")
/s/ RAOUL RAMIREZ
President/Secretary
Countersigned and Registered
Silver State Registrar
P.O. Box 17985 Salt Lake City, Utah 84117
By:____________________________________
Authorized Signature
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received,________________ hereby sell, assign and transfer unto
Please insert social security or
other identifying number of assignee ______________________
- ----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)
____________________________________________________________________________
____________________________________________________________________________
_____________________________________________________________________ Shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint __________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated______________________
____________________________________________________
NOTICE: Signature must correspond to the name as written upon the face of this
certificate in every particular, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank, broker or any other
eligible guarantor institution that is authorized to do so under the
Securities Transfer Agents Medallion Program (STAMP) under rules promulgated
by the U.S. Securities and Exchange Commission.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENT DATED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001037759
<NAME> SILVER STATE VENDING CORPORATION
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 9,776
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,163
<PP&E> 6,330
<DEPRECIATION> 63
<TOTAL-ASSETS> 19,206
<CURRENT-LIABILITIES> 875
<BONDS> 0
0
0
<COMMON> 11,409
<OTHER-SE> 6,922
<TOTAL-LIABILITY-AND-EQUITY> 19,206
<SALES> 905
<TOTAL-REVENUES> 905
<CGS> 317
<TOTAL-COSTS> 317
<OTHER-EXPENSES> 7,170
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,582)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,582)
<EPS-PRIMARY> (.000)
<EPS-DILUTED> (.000)
</TABLE>
