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
Rapid Retrieval Systems, Inc.
(Name of Small Business Issuer in its charter)
Nevada 88-0429856
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification
number)
Suite 309, 2906 West Broadway
Vancouver, B.C., Canada V6K 2G8
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (604) 731 - 6603
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> 1
TABLE OF CONTENTS
Page No.
Part I
Item 1. Description of Business 3
Item 2. Management's Discussion and Analysis 5
Item 3. Description of Property 8
Item 4. Security Ownership of Certain
Beneficial Owners and Management 8
Item 5. Directors, Executive Officers,
Promoters and Control Persons 9
Item 6. Executive Compensation 10
Item 7. Certain Relationships and Related
Transactions 11
Item 8. Description of Securities 11
Part II
Item 1. Market for Common Equity and Related
Stockholder Matters 12
Item 2. Legal Proceedings 12
Item 3. Changes In and Disagreements with
Accountants 13
Item 4. Recent Sales of Unregistered
Securities 13
Item 5. Indemnification of Directors and
Officers 13
Part F/S 13
Part III
Item 1. Index to Exhibits 23
Item 2. Description of Exhibits 23
Signatures 23
<PAGE> 2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
- -------
Rapid Retrieval Systems, Inc., (the "Issuer" or "Company")
was incorporated under the laws of the State of Nevada on June
12, 1997. The Company has no subsidiaries or affiliated
companies.
The Company is a development stage company that does not
currently have customers or revenues from operations since
inception.
Business of Issuer
- ------------------
The Company is engaged in the development of comprehensive
processing, document retrieval, editing, integration and network
support services to small businesses and the general public.
Management of the Company believes there is a demand for these
products due to the large increase in computer data due to the
universal steady growth of the communication and information
industries, which create a need for the rapid retrieval of data.
Upon securing additional financing the Company will promote
its future products. However, at the present time the Company
does not have any business contracts or suppliers.
The Company's competition in services will primarily be
centered on quality, price, and service with an emphasis on the
latter. In order for the Company to be competitive in these
marketplaces, the Company must effectively maintain and promote
the quality of its services amongst clients and establish strong
marketing relationships with customers. While the Company
believes that it will compete effectively in the management of
information technology for clients, the Company will compete with
a number of service centers and marketers of data storage and
retrieval systems that have substantially greater resources than
the Company and many of which have recognized brand name
contracts and broader and more established distribution networks.
The Company anticipates being able to utilize its smaller size to
attract those seeking more personalized service and to adapt with
technological changes over the Internet and in the marketplace.
Further, the Company expects to utilize the Internet to further
attract customers via various search engines upon completion of a
web page.
<PAGE> 3
Planned Business
- ----------------
The Company plans to market its management of information
technology to small businesses who see the wisdom in delegating
this critical element to third parties. The Company will commence
its own Internet website upon successful financing. Since public
interest in computers is at an all time high and growing, the
Company's presence on the Internet, along with increased
information on the Internet, should result in the development of
a vastly improved data retrieval industry.
Website and E-Commerce
- ----------------------
Upon its own successful financing, the Company will develop
an Internet Website located on the World Wide Web. The Company
anticipates that a first class Website, once it is constructed,
combined with E-Mail advertising, will promote the Company's
retrieval systems.
Marketing
- ---------
The Company intends to acquire and market canned data
retrieval systems for small companies who do not have the time or
the expertise to manage the storage of their own data on a
long-term basis, or who simply need consulting or competent
assistance in this area. The Company intends to rely on a
marketing team and for the prospects of e-commerce to implement
the Company's marketing objectives. The Company also intends to
utilize direct mailing, and e-mail to solicit small business
owners.
The Company's marketing and licensing strategy is to:
(i) establish sales of the Company's services;
(ii) selectively establish licensed product lines to be
marketed and promoted on the Company's offline
developed website; and
(iii) acquire or establish relationships with major
manufacturers, businesses, companies, properties or
technologies.
<PAGE> 4
The Company expects to purchase most of its inventory of
programs and systems from existing manufacturers principally in
North America and Asia. To date, no contracts have been executed
and the Company does not anticipate entering into any contracts
due to lack of funding. Upon funding, letters of credit may be
sought.
The Company does not anticipate being dependent on one major
or a few major customers. The Company intends to supply
consulting services to small businesses that see the wisdom in
delegating storage and retrieval of data to third parties.
However, at this time, the Company does not have any contracts
with any such organizations. Also, management of the Company
expects that the proliferation of E-Mail on the Internet will
attract customers. However, there is no guarantee that the
Company's web site, when completed, will have a positive impact
on the Company's business.
As of the date of this Registration Statement, the Company
has one part time employee. No employment arrangement has been
entered into due to lack of funding. However, the Company's sole
officer and director is accruing compensation of $2,000 a month
to manage the Company during its development stage. The Company
has no collective bargaining agreements covering any of its
employees, has not experienced any material labor disruption and
is unaware of any efforts or plans to organize its employees. The
Company considers relations with its employees to be good.
The Company has no intellectual property rights.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statements
- --------------------------
This Registration Statement on Form 10-SB contains forward-
looking statements. Such statements consist of any statement
other than a recitation of historical facts and can be identified
by words such as "may," "expect," "anticipate," "estimate,"
"hopes," "believes," "continue," "intends," "seeks,"
"contemplates," "suggests," "envisions" or the negative thereof
or other variations thereon or comparable terminology. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, including but not limited to: those risks
<PAGE> 5
associated with economic conditions generally and the economy in
those areas where the Company has or expects to have assets and
operations, including, but not restricted to Nevada and
eventually other jurisdictions; competitive and other factors
affecting the Company's operations, markets, products and
services; those risks associated with the ability to obtain
supply contracts and the funding of the Company and other costs
associated with the Company's marketing strategies; those risks
associated with the Company's ability to successfully negotiate
with certain business owners; those risks relating to estimated
contract costs, estimated losses on uncompleted contracts and
estimates regarding the percentage of completion of contracts,
risks relating to the ability of Company to raise the funds
necessary to operate and develop business, and risks relating to
changes in interest rates and in the availability, cost and terms
of financing; risks related to the performance of financial
markets; risks related to changes in domestic and foreign laws,
regulations and taxes; risks related to changes in business
strategy or development plans; risks related to any possible
future lawsuits against the Company and the associated
costs, and risks associated with future profitability. Many of
these factors are beyond the Company's control. Actual results
could differ materially from these forward-looking statements. In
light of these risks and uncertainties, there can be no assurance
that the forward-looking information contained in this
registration statement on Form 10-SB will, in fact, occur. The
Company's actual results may differ materially as a result of
certain factors, including those set forth in this Form 10-SB.
Potential investors should consider carefully the previously
stated factors, as well as the more detailed information
contained elsewhere in this Form 10-SB, before making a decision
to invest in the common stock of the Company.
The following is a discussion of the financial condition and
results of operations of the Company as of the date of this
Registration Statement. This discussion and analysis should be
read in conjunction with the accompanying audited Financial
Statements of the Company including the Notes thereto, which are
included elsewhere in this Form 10-SB and the notice regarding
forward-looking statements.
PLAN OF OPERATION
The Company was organized to provide comprehensive
processing, document retrieval, editing, integration and network
support services to small businesses. Additional funding through
private placement will be necessary to enable the Company to
complete its Web Page and to secure contracts with suppliers and
service contracts with clients.
<PAGE> 6
The need for computer data retrieval systems, increases with
the increase in the computer orientated population. Management of
the Company expects that the continued rapid growth of computer
technology will positively affect the general demand for data
retrieval systems and services.
Any additional financing to the Company in the form of
private placement would be used to commence the Web Page, the
Internet business promotion, pay professionals and for
advertising in the Yellow Pages. No product research or
development is considered necessary; no new equipment or plant is
required, nor is there expected to be a significant change in the
number of employees over the next 12 months.
Revenue
- -------
The Company has not received revenues from operations during
the two-year period preceding the filing of this form. The
Company has not yet achieved any revenue from operations to date.
Since the Company is still in the development stage its expenses
were nominal.
Liquidity
- ---------
The Company will have to raise additional capital in the
next twelve months. As of December 31, 1999, the Company had
nominal working capital and results. In order to satisfy the
liquidity needs of the Company for the following twelve months,
the Company will be primarily dependent upon proceeds from the
sale of the Company's common and/or preferred stock and possible
future cash flow from operations. Since the Company is in its
development stage and has not entered into any contracts,
attracted clientele or otherwise engaged in any activity that
would generate revenue at this time, the Company does not
currently have the revenue necessary to fund future operations of
the Company. If the Company is unable to obtain adequate funds
from the sale of its stock in public offerings, private
placements, or alternative financing arrangements, it may be
necessary to postpone any potential future acquisitions or the
Company's ability to obtain Letters of Credit. The Company, under
such circumstances, would resort to using any future cash flow
for internal growth.
<PAGE> 7
While the Company has raised capital to meet its
organizational needs, additional financing is required in order
to commence with the Company's business plan. The Company is
seeking financing, in the form of equity and debt, for working
capital. However, there are no assurances the Company will be
successful in raising the funds required.
The Company has issued shares of its Common Stock from time
to time in the past to satisfy certain obligations and expects in
the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the
capital stock of the Company. If operations and cash flow can be
improved through these efforts, management believes that the
Company's liquidity problems will be resolved and that the
Company can continue to operate. However, no assurance can be
given that management's actions will result in profitable
operations.
The plan of the Company is to raise more financing as soon
as possible. The Company does not anticipate that there will be a
need to increase the number of employees over the next twelve
months.
ITEM 3. DESCRIPTION OF PROPERTY
The Company's principal executive and administrative offices
are located at Suite 309, 2906 West Broadway, Vancouver, Canada,
V6K 2G8 in leased premises under an agreement for an indefinite
term on a month-to-month basis. The Company is obligated to pay
$400 a month rent on a shared office basis for economic reasons
until the Company has adequate financing to develop its business
until which time the Company intends to remain at the above
address. The Company considers its executive and administrative
offices to be adequate and suitable for its current needs. The
Company does not own or lease any other real estate.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information as of the
date of this registration statement 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.
<PAGE> 8
Title of Name and Address Amount & Nature Percent of
Class of Beneficial Owner of Beneficial Owner Class
- -----------------------------------------------------------------
Common Elio Guglielmi<F1> 30,000<F2> 1.5%
Suite 309
2906 West Broadway
Vancouver, BC V6K 2G8
Canada
Common All Officers and 30,000 1.5%
Directors as a
Group (1 Person)
<F1> An Officer and Director of the Company.
<F2> 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 sole director and
executive officer of the Company, his age, and all positions held
with the Company.
Name Age Positions
- ---------------------------------------------------------------
Elio Guglielmi 63 President, Secretary,
Treasurer and Sole Director
Mr. Guglielmi has been the President, Sole Officer and
Director of the Company since its inception on June 12, 1997. Mr.
Guglielmi has been involved in business management since his
graduation from the University of Rome. Mr. Guglielmi has been
an entrepreneur for his entire business career. As founder of
North American Fire Guardian Technology Inc., based in Vancouver,
B. C. Canada, he has been active in this business for the past
thirteen years. Mr. Guglielmi has actively participated in many
environmental protection Federal Advisory Committees both in the
United States and Canada. At the present time, he devotes
approximately 10 hours per week to the affairs of the Company.
<PAGE> 9
ITEM 6. EXECUTIVE COMPENSATION
The following table sets forth the compensation received by
the Company's President since inception in 1997. There are no
other officers of the Company.
SUMMARY COMPENSATION<F1>
Name and Principal
All other
Position Year Compensation<F2>
- --------------------------------------------------------------
Elio Guglielmi 1999 $24,900
President 1998 $ 9,086
1997 $ -0-
<F1> All columns in this table which are not applicable have
been removed.
<F2> The Company has not yet paid this compensation to Mr.
Guglielmi as it is being accrued until such time as the Company
is able to pay it.
OPTIONS/SAR GRANTS
There were no stock options or stock appreciation rights
granted to the executive officer since the Company's 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 the 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.
<PAGE> 10
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.
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
is proposed to be a party in which any officer, director, nominee
for any 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 sole executive
officer and director. There have been no transactions that have
benefited or will benefit its sole executive officer and director
either directly or indirectly.
ITEM 8. DESCRIPTION OF SECURITIES
Common Stock
The Company has 20,000,000 authorized shares of common
stock, $.001 par value per share, of which 2,000,000 shares were
issued and outstanding as of December 31, 1999. Holders of the
common stock are entitled to one vote per share with respect to
all matters that are required by law to be submitted to a vote of
shareholders. Holders of the common stock are not entitled to
cumulative voting. The common stock has no redemption, preemptive
or sinking fund rights.
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. There are no
provisions in the Company's articles of incorporation or by-laws
that prevent or restrict the payment of dividends. Dividend
payments, if any, would be subject to the provisions of the
Nevada Revised Statutes as well.
<PAGE> 11
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company is voluntarily filing this Registration
Statement on Form 10-SB to maintain its listing on the OTC
Bulletin Board, since it is now required that all listed
companies be registered with the SEC under Section 13 or 15(d) of
the Securities Exchange Act of 1934 and to be current in its
required filings once so registered.
The Company is currently listed on the OTC Bulletin Board.
The trading market for the Company's common stock is minimal.
Although the Company intends to maintain a quotation for its
common shares on the Over-the-Counter Bulletin Board in the
future, there is no assurance that the Company will do so, nor is
there any assurance that the Company will succeed in maintaining
a market for its securities. 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.
There are presently 2,000,000 shares of common stock of which
1,965,000 shares were issued in September of 1997, under
Regulation D Rule 504 that are free trading, and 35,000 shares
that were control shares that were restricted under Rule 144(e)
to 1% of the shares every 90 days. Since the resignation of a
second Director in February 3, 1998 5,000 of these shares which
were originally issued in 1997, are now also capable of being
freely tradable. Leaving just 30,000 restricted shares under Rule
144(e) that continue to be held by Mr. Guglielmi.
STOCKHOLDERS
There are approximately 42 shareholders of record for the
Company's common stock.
ITEM 2. 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. The Company's sole
officer and director is not an adverse party to the Company nor
does he have a material interest adverse to the Company.
<PAGE> 12
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in accountants or disagreements
on accounting and financial disclosure matters.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In June of 1997, the Company sold 2,000,000 shares of common
stock at $.03 per share, for an aggregate of $60,000, pursuant to
an exemption from registration promulgated under Regulation D,
Rule 504 of the Securities Act of 1933, as amended.
ITEM 5. INDEMNIFICATION 0F DIRECTORS AND OFFICERS
The Company's Bylaws provide that the Company will indemnify
its directors and executive officers and may indemnify its other
officers, employees and agents to the fullest extent permitted by
Nevada law. The Company is also empowered under its Bylaws to
enter into indemnification agreements with its directors and
officers and to purchase insurance on behalf of any person it is
required or permitted to indemnify.
In addition, the Company's Articles provide that the
Company's directors will not be personally liable to the Company
or any of its stockholders for damages for breach of the
director's fiduciary duty as a director or officer involving any
act or omission of any such director or officer. Each director
will continue to be subject to liability for breach of the
director's fiduciary duties to the Company for acts or omissions
that involve intentional misconduct, fraud or a knowing violation
of law, or the payment of dividends in violation of Nevada
corporate law. This provision also does not affect a director's
responsibilities under any other laws, such as the federal
securities laws.
PART F/S
Financial Statements
- --------------------
The audited financial statements for the years ended
December 31, 1999 and 1998 are filed in this Part F/S of this
Form 10-SB.
<PAGE> 13
RAPID RETRIEVAL SYSTEMS, INC.
( A DEVELOPMENT STAGE COMPANY )
FINANCIAL STATEMENTS
DECEMBER 31, 1999, AND
DECEMBER 31, 1998
<PAGE> 14
TABLE OF CONTENTS
Page Number
INDEPENDENT ACCOUNTANT'S REPORT 1
FINANCIAL STATEMENT
Balance Sheets 2
Statements of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholders' Equity 4
Statements of Cash Flows 5
Notes to the Financial Statements 6-7
<PAGE> 15
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders of
Rapid Retrieval Systems, Inc.,
Las Vegas, Nevada
I have audited the accompanying balance sheets of Rapid
Retrieval Systems, Inc. (a development stage company) as of
December 31, 1999, and December 31, 1998, and the related
statements of operations, cash flows, and changes in
stockholders' equity for the period from June 12, 1997, (date of
inception) to December 31, 1999. These statements are the
responsibility of Rapid Retrieval Systems, Inc.'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 provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present
fairly, in all material respects, the financial position of Rapid
Retrieval Systems, Inc. as of December 31, 1999, and December 31,
1998, and the results of operations, cash flows, and changes in
stockholders' equity for the periods then ended, as well as the
cumulative period from June 12, 1997, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The
Company has not generated revenues from operations which raises
substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ DAVID COFFEY, CPA
David Coffey, C.P.A.
Las Vegas, Nevada
March 9, 2000
<PAGE> 16
RAPID RETRIEVAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, December 31,
1999 1998
--------------- ---------------
ASSETS
Cash $ 736 $ 1,520
--------------- ---------------
Total Assets $ 736 $ 1,520
=============== ===============
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable - trade 7,951 0
Accounts payable - shareholders $ 48,976 $ 8,261
--------------- ---------------
Total Liabilities 56,927 8,261
Stockholders' Equity
Common stock, authorized
20,000,000 shares at $.001
par value, issued and
outstanding 2,000,000 shares 2,000 2,000
Preferred stock, authorized
5,000,000 shares at $.001
par value, no shares issued
and outstanding 0 0
Additional paid-in capital 44,550 44,550
Deficit accumulated during
the development stage (102,741) (53,291)
--------------- ---------------
Total Stockholders' Equity (56,191) (6,741)
Total Liabilities and
Stockholders' Equity $ 736 $ 1,520
=============== ===============
The accompanying notes are an integral part of
these financial statements.
-2-
<PAGE> 17
RAPID RETRIEVAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
From Inception,
Jan. 1, 1999, to Jan. 1, 1998, to June 12, 1997, to
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1999
---------------- ----------------- ------------------
Income $ 0 0 0
Expenses
Consulting 26,900 9,086 39,692
Office expenses 2,983 425 3,628
Organizational costs 0 902 1,000
Professional fee 9,917 1,650 44,507
Travel expenses 4,850 0 6,908
Rent 4,800 2,057 7,006
---------------- ----------------- ------------------
Total expenses 49,450 14,120 102,741
Net loss (49,450) (14,120) $ (102,741)
==================
Retained earnings,
beginning of period (53,291) (39,171)
---------------- -----------------
Deficit accumulated
during the development
stage $ (102,741) $ (53,291)
================ =================
Earnings ( loss ) per
share assuming
dilution:
Net loss $ (0.03) $ (0.02) $ (0.05)
---------------- ----------------- ------------------
Weighted average
shares outstanding 2,000,000 2,000,000 2,000,000
================ ================= ==================
The accompanying notes are an integral part of
these financial statements.
-3-
<PAGE> 18
RAPID RETRIEVAL SYSTEMS, INC.
( A DEVELOPMENT STAGE COMPANY )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 12, 1997, (Date of Inception) TO
DECEMBER 31, 1999
Common Stock Additional Total
Shares Amount Paid-in Capital
--------- -------- --------- ---------
$ $ $
Balance,
June 12, 1997 ---- ---- ---- ----
Issuance of common
stock for cash
June, 1997 2,000,000 2,000 58,000 60,000
Less offering costs 0 0 (13,450) (13,450)
Less net loss 0 0 0 (39,171)
--------- -------- --------- ---------
Balance,
December 31, 1997 2,000,000 2,000 44,550 7,379
Less net loss 0 0 0 (14,120)
--------- -------- --------- ---------
Balance,
December 31, 1998 2,000,000 2,000 44,550 (6,741)
Less net loss 0 0 0 (49,450)
--------- -------- --------- ---------
Balance,
December 31, 1999 2,000,000 $ 2,000 $ 44,550 $ (56,191)
========= ======== ========= =========
The accompanying notes are an integral part of
these financial statements
-4-
<PAGE> 19
RAPID RETRIEVAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
From Inception,
Jan. 1, 1999, to Jan. 1, 1998 June 12, 1997, to
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1999
---------------- ----------------- ------------------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (49,450) $ (14,120) $ (102,741)
Non-cash items
included in net loss 0 0 0
Adjustments to
reconcile net loss
to cash used by
operating activity
Accounts payable
- trade 7,951 3,348 7,951
Accounts payable
- shareholders 40,715 0 48,976
Decrease in
organizational
costs 0 902 0
---------------- ----------------- ------------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (784) (9,870) (45,814)
CASH FLOWS USED BY
INVESTING ACTIVITIES 0 0 0
---------------- ----------------- ------------------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock 0 0 2,000
Paid-in capital 0 0 58,000
Less offering costs 0 0 (13,450)
---------------- ----------------- ------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 46,550
---------------- ----------------- ------------------
NET INCREASE IN CASH (784) (9,870) $ 736
==================
CASH AT BEGINNING OF
PERIOD 1,520 11,390
---------------- -----------------
CASH AT END
OF PERIOD $ 736 $ 1,520
================ =================
The accompanying notes are an integral part of
these financial statements.
-5-
<PAGE> 20
RAPID RETRIEVAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999, AND DECEMBER 31, 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on June 12, 1997, under the laws of
the State of Nevada. The business purpose of the Company is to
provide comprehensive processing, document retrieval, editing,
integration and network support services to small businesses and
the general public.
The Company will adopt accounting policies and procedures based
upon the nature of future transactions.
NOTE B OFFERING COSTS
Offering costs are reported as a reduction in the amount of paid-in
capital received for sale of the shares.
NOTE C EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the weighted
average shares outstanding during the period. Diluted EPS is
computed by dividing net income by the weighted average shares
outstanding, assuming all dilutive potential common shares were
issued. Since the Company has no common shares that are
potentially issuable, such as stock options, convertible securities
or warrants, basic and diluted EPS are the same.
NOTE D STOCK OFFERINGS
In June of 1997, the Company completed the sale of 2,000,000 shares
of its common stock at $.03 per share for a total of $60,000. The
proceeds were to be used for working capital and to provide
comprehensive processing, document retrieval, editing, integration
and network support services to small businesses and the general
public.
NOTE E RELATED PARTY TRANSACTIONS
The Company has agreed to pay one of its stockholders $2,000 per
month on a month-to-month basis under a consulting agreement which
began in October of 1998. Two shareholders have advanced the
Company $48,976 working capital for the admin-
- 6 -
<PAGE> 21
RAPID RETRIEVAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999, AND DECEMBER 31, 1998
(continued)
NOTE E RELATED PARTY TRANSACTIONS
(continued)
istration of the Company, which includes rent, travel expenses, and
office expenses which will be repaid without interest when
additional financing is obtained.
NOTE F GOING CONCERN AND CONTINUED OPERATIONS
At December 31, 1999, the Company has not generated any revenues
from operations. The Company's successful operations and movement
into an operational basis are contingent on the Company obtaining
additional financing or additional capital.
-7-
<PAGE> 22
PART III
ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION
Exhibit
Number Description
- ------- -----------------------------------------------------
3.0 Articles of Incorporation
3.1 ByLaws
27.0 Financial Data Schedule
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.
Rapid Retrieval Systems, Inc.
(Registrant)
Date: March 22, 2000 By: /s/ ELIO GUGLIELMI
--------------------------------
Elio Guglielmi
President, CEO and duly
authorized officer
<PAGE> 23
Secretary of State
[seal]
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary
of State, do hereby certify that RAPID RETRIEVAL SYSTEMS, INC.
did
on June 12, 1997, 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 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
Carson City, Nevada, on June 13, 1997.
/s/ DEAN HELLER
Secretary of State
By /s/ BETH McAULIFFE
Certification Clerk
<PAGE>
[File stamped as follows: State of Nevada, Jun 12 1997, No.
C12526-97, Dean Heller, Secretary of State]
<PAGE>
ARTICLES OF INCORPORATION
OF
RAPID RETRIEVAL SYSTEMS, INC.
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:
Rapid Retrieval Systems, Inc.
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:
(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;
<PAGE>
(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 as set forth in
subsections (a) and (b) of this Section 1 of Article VI.
(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.
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.
2
<PAGE>
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.
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 By-Laws 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;
3
<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;
(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
4
<PAGE>
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 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
5
<PAGE>
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 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 proceeding;
(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.
(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.
6
<PAGE>
(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
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
Max C. Tanner 2950 East Flamingo Road, Suite G
Las Vegas, Nevada 89121
7
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this 4th day of June, 1997.
/s/ MAX C. TANNER
-------------------------------
Max C. Tanner
ACKNOWLEDGMENT
STATE OF NEVADA )
) ss:
COUNTY OF CLARK )
On June 4, 1997, personally appeared before me, a Notary
Public, Max C. Tanner, who acknowledged to me that he executed the
foregoing Articles of Incorporation for Rapid Retrieval Systems,
Inc. a Nevada corporation.
/s/ LISE-LOTTE RUZICKA
Notary Public
[NOTARY STAMP]
8
<PAGE>
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF RAPID RETRIEVAL SYSTEMS, INC.
I, Max C. Tanner, do hereby certify that on the 3rd day of
June, 1997, 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 4th day
of June, 1997.
MAX C. TANNER
By: /s/ MAX C. TANNER
Max C. Tanner, Esq.
Resident Agent
9
BY-LAWS OF
RAPID RETRIEVAL SYSTEMS, INC.
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
April or May 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.
(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:
<PAGE>
(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.
(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
-2-
<PAGE>
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 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
-3-
<PAGE>
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.
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
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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 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
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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 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
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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 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
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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, 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
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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.
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
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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 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
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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.
ARTICLE IV
CAPITAL STOCK
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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.
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.
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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.
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.
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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.
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.
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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 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.
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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.
This Article. "This Article" means Paragraphs 7.01
through 7.04 of these bylaws or any portion of them.
Power of Stockholders. Paragraphs 7.01 through 7.04,
including this Paragraph, of these Bylaws 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
-16-
<PAGE>
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 Bylaws 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 Directors on the 12th day of June, 1997.
/s/ MAX C. TANNER
Max C. Tanner, Secretary
-17-
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2000 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 736
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 736
<CURRENT-LIABILITIES> 56,927
<BONDS> 0
0
0
<COMMON> 2,000
<OTHER-SE> (58,191)
<TOTAL-LIABILITY-AND-EQUITY> 736
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 49,450
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (49,450)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (49,450)
<EPS-BASIC> (.025)
<EPS-DILUTED> (.025)
</TABLE>
