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
CENTRAL OIL CORPORATION
(Exact Name of Small Business Issuer as specified in its charter)
COLORADO 84-0856436
(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
6000 East Evans Ave., Bldg #1
SUITE 22, DENVER, CO 80222
(Address of principal executive offices) (zip code)
(303) 759-3053
(Registrant's telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 per share par value
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference are found in Item 15.
ITEM 1. DESCRIPTION OF BUSINESS.
(a) GENERAL DEVELOPMENT OF BUSINESS
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Central Oil Corporation (the "Company" or the "Registrant"), is a
Colorado corporation. The principal business address is 6000 East Evans
Ave. Bldg.# 1., Suite 22, Denver, Colorado 80222.
The Company was originally incorporated under the laws of the State of
Colorado on September 8, 1981 as an oil exploration and brokerage company.
Initially, the Company acted as an agent and broker for oil and gas lease
holders. Since 1993, the Company has been in the development stage.
The present management has been involved with the Company since its
inception. In 1997, the Company elected two new Directors, Messrs. Stephan
R. Levy and Mark G. Lawrence. On August 22, 1997, the Company approved a
one-for-two thousand forward split of its common stock. As of September 5,
1997, the Company had a total of 10,021,000 common shares issued and
outstanding. The Company has not been subject to any bankruptcy,
receivership or similar proceeding.
(b) NARRATIVE DESCRIPTION OF THE BUSINESS
GENERAL
From the Company's inception in 1981 until 1993, the Company acted as
an agent and broker for oil and gas lease holders. The Company was
originally formed to act as an advisor for persons interested in filing for
oil and gas leases in the U.S. Federal Oil Lottery for public lands. During
the period when the Lottery was in place, the Company acted as agent for
those persons who wanted to become involved in the Lottery and as a broker
for those persons who were successful in obtaining leases under the Lottery.
The Company's activities diminished as the Lottery declined. Eventually, the
Lottery was abolished. The Company ceased acting on behalf of lease holders
around 1989. Until 1993, the Company pursued its own lease situations. Since
1993, the Company has had minimal activities and has carried no substantial
inventories or accounts receivable. No independent market surveys have ever
been conducted to determine demand for the Company's products and services,
since the Company did not provide substantial products or services during
this period. The Company has carried on no material operations and generated
no material revenues since 1993.
ORGANIZATION
The Company presently comprises one corporation with no subsidiaries or
parent entities and is in the developmental stage.
(c) OPERATIONS
PROPOSED PLAN OF OPERATION
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Since 1993, the Company had been essentially inactive. Beginning in
July, 1997, the Company developed a business plan to once again begin
operations. To date, all of the Company's focus has been directed towards
organizational efforts. The Company believes that oil prices have stabilized
and that there is again an opportunity for small, independent companies to
be involved in the oil and gas business.
The Company plans to search for and to acquire oil and gas leases for
its own account and for the account of its clients. No leases or clients
have been identified at this time. It is also the Company's intention to
develop oil and gas lease projects in which the Company can act either as
the drilling operator for an investor group or as a broker of leases for a
lessor.
When acting for its own account, the Company will acquire interests in
various lease tracts located in areas where the Company plans to explore for
oil or gas. At the present time, none of the specific tracts have been
identified by the Company. However, the tracts are expected to fit into an
overall profile.
The tracts will be entirely within a specific, defined geographical
area, will be exploratory or developmental, at the discretion of the
Company, and will be subject to landowners' and overriding royalty interests
totaling in the range of 12.5% to 25%, so the Company and its partners can
acquire between a 87.5% and 75% net revenue interest and a 100% working
interest in the drill site. The specific ownership interests between the
Company and its partners will be negotiated on an individual project basis.
The Company will focus its attention on drilling primarily in the same
specific geographical area in which it plans to acquire interests.
The Company expect to enter into turnkey drilling contracts with an
unaffiliated third party for the drilling of any wells. At some later time,
the Company may act as the driller of the wells, although there are no plans
to do so at the present time. The costs of drilling wells has not been
determined at this time. In any case, the Company will make every attempt to
see that the well are drilled in such areas with its best estimate of making
the best return on investment for the Company and its partners.
The turnkey drilling contract represents the cost of drilling and
completion. If, in the sole opinion of the Company, a well should not be
completed because it will not produce sufficient oil or gas to return a
profit, then the Company would not anticipate expending the completion funds
for such well.
It is currently anticipated that any wells to be drilled by the Company
will be drilled within the geographical area or areas selected by the
Company. However, once selected, if subsequent engineering evaluation
indicates a more favorable location, the Company reserves the right to move
the drill site or sites, as the case may be, to such location or locations,
as the case may be. Any substituted well location or drill site would
compare
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favorably with the general character of the site previously selected
regarding degree of risk, drilling depth and cost. Furthermore, it is
expected, though not necessarily required, that any such substituted well
location or drill site will be in the same general area as the site
specified herein.
In addition, the Company would reserve the right to unitize or pool all
of the wells in the selected geographical area into a common production pool
or unit. In such event, the owners of the wells, which may include non-
partnership investors of the Company, will share in the revenue therefrom on
a pro-rata basis.
The Company expects to participate in joint ventures with other
entities in the development of some prospects. The Company will have the
sole discretion in determining which prospects will be suitable for joint
venture participation. In each such joint venture project, any such
partnership would receive its pro rata portion of the 100% working interest
and would be responsible for its pro rata share of costs and expenses.
The Company also plans to search for and to identify potential
acquisition candidates in the oil and gas business. As of the date of this
Registration Statement, the Company has not engaged in any preliminary
efforts intended to identify such possible business opportunities and has
neither conducted negotiations nor entered into a letter of intent
concerning any such business opportunity. At the present time, the search
for potential acquisition candidates in the oil and gas business will be
secondary to the principal purpose of the Company, which is to develop oil
and gas lease projects in which the Company can act either as the drilling
operator for an investor group or as a broker of leases for a lessor.
The Company anticipates that the implementation of its proposed
business plan will be complex and extremely risky because of general
economic conditions, the inherent risks in the oil and gas industry and
shortages of available capital.
(d) MARKETS
The Company's initial marketing plan will be focused completely on
developing oil and gas lease projects in which the Company can act either as
the drilling operator for an investor group or as a broker of leases for a
lessor. No efforts toward this marketing plan have been made as of the date
of this Registration Statement.
(e) RAW MATERIALS
The use of raw materials is not now material factor in the Company's
operations at the present time.
(f) CUSTOMERS AND COMPETITION
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At the present time, the Company is expected to be experience intense
competition in the acquisition of oil and gas leases. There are a number of
established companies, many of which are larger and better capitalized than
the Company and/or have greater personnel resources and technical expertise.
In view of the Company's extremely limited financial resources, the Company
will be at a significant competitive disadvantage compared to the Company's
competitors.
(g) BACKLOG
At August 31, 1997, the Company had no backlogs.
(h) EMPLOYEES
At as of the date hereof, the Company has one employee, its President,
Mr. Charles L. Mattis, who presently does not receive any compensation. The
Company does not plan to hire employees in the future.
(I) PROPRIETARY INFORMATION
The Company has no proprietary information.
(j) GOVERNMENT REGULATION
The Company is expected to be subject to material governmental
regulation and approvals customarily incident to the operation of an oil and
gas company. The extent of such regulation cannot be determined at this
time, since the properties to be explored have not yet been selected. It
will be the policy of the Company to fully comply will all governmental
regulation.
(k) RESEARCH AND DEVELOPMENT
The Company has never spent any amount in research and development
activities.
(l) ENVIRONMENTAL COMPLIANCE
The Company is expected to be subject to material environmental
compliance customarily incident to the operation of an oil and gas company.
The extent of such regulation cannot be determined at this time, since the
properties to be explored have not yet been selected. It will be the policy
of the Company to fully comply will all environmental regulation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Results of Operations
<PAGE>
The Company has generated no substantial revenues from its operations
in recent years and has been a development stage company since 1993. Since
the Company has not generated revenues and has not been in a profitable
position, it operates with minimal overhead. The Company's primary activity
will be to The Company plans to search for and to acquire oil and gas leases
for its own account for the foreseeable future will be to search for and to
acquire oil and gas leases for its own account and for the account of its
clients. No leases or clients have been identified at this time. It is the
Company's intention to develop oil and gas lease projects in which the
Company can act either as the drilling operator for an investor group or as
a broker of leases for a lessor and for the account of its clients. As of
the end of the reporting period, the Company has concluded no acquisitions
and has spoken with no potential candidates.
Liquidity and Capital Resources
As of the end of the reporting period, the Company had no material cash
or cash equivalents. There was no significant change in working capital
during this fiscal year.
Management feels that the Company has inadequate working capital to
pursue any business opportunities other than seeking leases for acquisition
and partnership with third parties. The Company will have negligible capital
requirements prior to the consummation of any such acquisition. The Company
does not intend to pay dividends in the foreseeable future.
ITEM 3. DESCRIPTION OF PROPERTIES
As of July 1, 1997, the Company's business office was located at 6000
East Evans Ave., Bldg #1, Suite 22, Denver, Colorado 80222, the office of
Mr. Stephan R. Levy, its Secretary-Treasurer, for which it pays no rent.
The Company has no other properties.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth the number of shares of the Registrant's
$0.0001 par value common stock beneficially owned by (I) each person who,
as of September 5, 1997, was known by the Company to own beneficially more
than five percent (5%) of its common stock; (ii) the individual Directors
of the Registrant and (iii) the Officers and Directors of the Registrant as
a group. As of September 5, 1997, there were 10,021,000 common shares
issued and outstanding.
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<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2) CLASS
<S> <C> <C>
Charles L. Mattis 8,000,000 9.83%
Stephan R. Levy 5,000 .04%
Mark G. Lawrence 5,000 .04%
All Officers and
Directors as a Group 8,010,000 79.91%
(three persons)
</TABLE>
(1) All ownership is beneficial and on record, unless indicated
otherwise.
(2) Beneficial owner listed above has sole voting and investment power
with respect to the shares shown, unless otherwise indicated.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Directors and Executive Officers of the Company, their ages and
present positions held in the Company are as follows:
NAME AGE POSITION HELD
Charles L. Mattis 63 President and Director
Stephan R. Levy 58 Secretary-Treasurer and Director
Mark G. Lawrence 48 Director
The Company's Directors will serve in such capacity until the next annual
meeting of the Company's shareholders and until their successors have been
elected and qualified. The officers serve at the discretion of the
Company's Directors. There are no family relationships among the Company's
officers and directors, nor are there any arrangements or understandings
between any of the directors or officers of the Company or any other person
pursuant to which any officer or director was or is to be selected as an
officer or director.
Mr. Mattis should be considered the "parent" or "promoter" of the Company
(as such terms are defined under the Securities Act), inasmuch as Mr.
Mattis has taken significant initiative in founding and organizing the
business of the Company and because
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of the shareholdings and control positions held by him in the Company.
CHARLES L. MATTIS. Mr. Mattis has been the President and a Director of
the Company since its inception. During the past five years, he has been
involved in various investments, including oil and gas, as a private
investor. Prior to his involvement with the Company, he was involved with
several oil companies. In 1979, he General Manager of Terra Oil
Corporation. In 1980, he worked at Westhoma Oil Company as the Mineral
Rights Manager. He also has a history in the banking industry. His last
position with a bank was in 1979 with Southeast State Bank. Mr. Mattis has
a Bachelor's Degree in Business Administration from Drexel University. He
will work full time and expects to devote approximately 40 hours per week
to the affairs of the Company.
STEPHAN R. LEVY. Mr. Levy has been Secretary-Treasurer and a Director of
the Company since August, 1997. He has been retired since August, 1990.
Prior to that time, he was an officer and director of Tofruzen, Inc., a
public company which manufactured and marketed a non-dairy frozen dessert,
novelty food products, and promotional items. Mr. Levy has also been an
officer and director of several other public companies. He attended the
University of Texas and graduated in 1961 from the University of Colorado
with a Bachelor of Science in Business. He is a member of the International
Monetary Market, which is a division of the Chicago Mercantile Exchange and
was appointed by the Governor of Colorado as a member of the Colorado
Municipal Bond Supervisory Board. He will devote approximately 10 hours
per month to the affairs of the Company.
MARK G. LAWRENCE. Mr. Lawrence has been a Director of the Company since
August, 1997. He has approximately eighteen years of experience in the
homebuilding industry. Since 1988, he has served as Executive Vice
President and Partner of Vintage Marketing Group, Inc., a Denver real
estate company specializing in new home sales and marketing. He currently
serves as a Director of Clancy Systems International, a public company
involved in the business of supplying automated parking ticket systems to
municipalities and universities. Mr. Lawrence graduated from the University
of Denver in 1971 and attended the University of the Americas in Mexico
City in 1969. He is a licensed real estate broker and has received several
professional awards. He is a member of the Home Builders Association, the
Sales and Marketing Council of Metropolitan Denver, the National Sales and
Marketing Council, the Builder Marketing Society, the National Association
of Realtors, and the Institute of Residential Marketing. He will devote
approximately 10 hours per month to the affairs of the Company.
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's officers and/or directors receive any compensation
for their respective services rendered to the Company, nor have they
received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not
expected to occur until the Registrant has generated revenues from
operations. Any compensation will be dependent upon a combination of
factors, including the percentage of time a person devotes to the business
of the Registrant, experience, ability of the Registrant to pay, and other
items. The Company has no retirement, pension, profit sharing, stock
option, insurance or other similar programs.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's business office have been located at 6000 East Evans Ave.,
Bldg #1, Suite 22, Denver, Colorado 80222, the office of Mr. Stephan R.
Levy, its Secretary-Treasurer, for which it pays no rent. Otherwise, there
have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation
S-B.
ITEM 8. LEGAL PROCEEDINGS.
No legal proceedings of a material nature to which the Company is a party
were pending during the reporting period, and the Company knows of no legal
proceedings of a material nature pending or threatened or judgments entered
against any director or officer of the Company in his capacity as such.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) PRINCIPAL MARKET OR MARKETS
The Company's securities have never been listed for trading on
any market and are not quoted at the present time. At the present time, the
Company does not know where secondary trading will eventually be conducted.
The place of trading, to a large extent, will depend upon the size of the
Company's eventual acquisition. To the extent, however, that trading will
be conducted in the over-the-counter market in the so-called "pink sheets"
or the NASD's "Electronic Bulletin Board," a shareholder may find it more
difficult to dispose of or obtain accurate quotations as to price of the
Company's securities. In addition, The Securities Enforcement and Penny
Stock Reform Act of 1990 requires additional disclosure and documentation
related to the market for penny stock and for trades in any stock defined
as a penny stock.
<PAGE>
(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK
As of the date hereof, a total of 10,021,000 of shares of the Company's
Common Stock were outstanding and the number of holders of record of the
Company's common stock at that date was approximately seventeen. Three of
the Company's shareholders acquired their respective shares in the Company
prior to 1990, and two shareholders acquired their shares prior to 1993.
The remaining shareholders acquired their shares in September, 1997 for
cash at a price of $.50 per share. All of the issued and outstanding
shares of the Company's common stock, $0.0001 par value, were issued in
accordance with the exemption from registration afforded by Section 4(2) of
the Securities Act of 1933, as amended, in that these were private
offerings to individuals who were sophisticated investors and received all
pertinent information relative to this investment.
(c) DIVIDENDS
Holders of common stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors. No dividends on the common
stock were paid by the Company during the periods reported herein nor does
the Company anticipate paying dividends in the foreseeable future.
(d) THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure and documentation related to the market for penny
stock and for trades in any stock defined as a penny stock. Unless the
Company can acquire substantial assets and trade at over $5.00 per share on
the bid, it is more likely than not that the Company's securities, for some
period of time, would be defined under that Act as a "penny stock." As a
result, those who trade in the Company's securities may be required to
provide additional information related to their fitness to trade the
Company's shares. These requirements present a substantial burden on any
person or brokerage firm who plans to trade the Company's securities and
would thereby make it unlikely that any liquid trading market would ever
result in the Company's securities while the provisions of this Act might
be applicable to those securities.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has only issued the following common stock in the three year
period preceding the date of this Registration Statement. All shares were
issued at a price of $.50 per share.
NAME NUMBER OF SHARES
Stephan R. Levy 5,000
Mark G. Lawrence 5,000
Wawa C. Jew 1,000
Tamara Fishman 1,000
Paul H.Dragul 1,000
Linda S. Jew 1,000
Kal Zeppelin 1,000
Sandra Steinberg 1,000
Judith F. Harayda 1,000
Daniel C. Steinberg 1,000
Michael Brunschwig 1,000
Herbert Cohen 1,000
Myndel Cohen 1,000
Total 21,000
All of the shares of common stock of the Registrant previously issued have
been issued for investment purposes in a "private transaction" and are
restricted securities as defined under the Securities Act of 1933, as
amended. These shares may not be offered for public sale except if
registered or pursuant to an exemption from registration, such as Rule 144.
The Company has issued stop transfer orders concerning the transfer of
certificates representing all the common stock issued and outstanding.
ITEM 11. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 100,000,000 shares of Common Stock,
$0.0001 per share par value and 10,000,000 shares of Preferred Stock, to
have such par value and other preferences as the Board of Directors may
determine from time to time. On August 22, 1997, the Company approved a
one-for-two thousand forward split of its common stock. As of September 5,
1997, the Company had a total of 10,021,000 common shares issued and
outstanding. As of the same date, no Preferred Stock was issued or
outstanding.
COMMON STOCK
The holders of Common Stock have one vote per share on all matters
(including election of Directors) without provision for cumulative voting.
Thus, holders of more than 50% of the shares voting for the election of
directors can elect all of the directors, if they choose to do so. The
Common Stock is not redeemable and has no conversion or preemptive rights.
The Common Stock currently outstanding is validly issued, fully paid and
non-assessable. In the event of liquidation of the Company, the holders of
Common Stock will share equally in any balance of the Company's assets
available for distribution to them after satisfaction of creditors and the
holders of the Company's senior securities, whatever they may be. The
Company may pay dividends, in cash or in securities or other property when
and as declared by the Board of Directors from funds legally available
therefor, but has paid no cash dividends on its Common Stock.
<PAGE>
PREFERRED STOCK
Under the Articles of Incorporation, the Board of Directors has the
authority to issue Preferred Stock and to fix and determine its par value,
series, relative rights and preferences to the fullest extent permitted by
the laws of the State of Colorado and such Articles of Incorporation. As of
the date of this Registration Statement, no shares of Preferred Stock are
issued or outstanding. The Board of Directors has no plan to issue any
Preferred Stock in the foreseeable future.
DIVIDEND POLICY
The Company has never declared nor paid dividends on its Common Stock and
does not intend to do so in the foreseeable future.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation authorize the Board of Directors,
on behalf of the Company and without shareholder action, to exercise all of
the Company's powers of indemnification to the maximum extent permitted
under the applicable statute. Title 7 of the Colorado Revised Statutes,
1986 Replacement Volume ("CRS"), as amended, permits the Company to
indemnify its directors, officers, employees, fiduciaries, and agents as
follows:
Section 7-109-102 of CRS permits a corporation to indemnify such persons
for reasonable expenses in defending against liability incurred in any
legal proceeding if:
(a) The person conducted himself or herself in good faith;
(b) The person reasonably believed:
(1) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and
(2) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no reasonable
cause to believe that his or her conduct was unlawful.
A corporation may not indemnify such person under this Section 7-109-102 of
CRS:
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(a) In connection with a proceeding by or in the right of the corporation
in which such person was adjudged liable to the corporation; or
(b) In connection with any other proceeding charging that such person
derived an improper benefit, whether or not involving action in an official
capacity, in which proceeding such person was adjudged liable on the basis
that he or she derived an improper personal benefit.
Unless limited by the Articles of Incorporation, and there are not such
limitations with respect to the Company, Section 7-109-103 of CRS requires
that the corporation shall indemnify such a person against reasonable
expenses who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because of his
status with the corporation.
Under Section 7-109-104 of CRS, the corporation may pay reasonable fees in
advance of final disposition of the proceeding if:
(a) Such person furnishes to the corporation a written affirmation of the
such person's good faith belief that he or she has met the Standard of
Conduct described in Section 7-109-102 of CRS;
(b) Such person furnishes the corporation a written undertaking, executed
personally or on person's behalf, to repay the advance if it is ultimately
determined that he or she did not meet the Standard of Conduct in Section
7-109-102 of CRS; and
(c) A determination is made that the facts then known to those making the
determination would not preclude indemnification.
Under Section 7-109-106 of CRS, a corporation may not indemnify such
person, including advanced payments, unless authorized in the specific case
after a determination has been made that indemnification of such person is
permissible in the circumstances because he met the Standard of Conduct
under Section 7-109-102 of CRS and such person has made the specific
affirmation and undertaking required under the statute. The required
determinations are to be made by a majority vote of a quorum of the Board
of Directors, utilizing only directors who are not parties to the
proceeding. If a quorum cannot be obtained, the determination can be made
by a majority vote of a committee of the Board, which consists of at least
two directors who are not parties to the proceeding. If neither a quorum
of the Board nor a committee of the Board can be established, then the
determination can be made either by the Shareholders or by independent
legal counsel selected by majority vote of the Board of Directors.
The corporation is required by Section 7-109-110 of CRS to notify the
shareholders in writing of any indemnification of a director with or before
notice of the
<PAGE>
next shareholders' meeting. Under Section 7-109-105 of CRS, such person may
apply to any court of competent jurisdiction for a determination that such
person is entitled under the statute to be indemnified from reasonable
expenses.
Under Section 7-107(1)(c) of CRS, a corporation may also indemnify and
advance expenses to an officer, employee, fiduciary, or agent who is not a
director to a greater extent than the foregoing indemnification provisions,
if not inconsistent with public policy, and if provided for in the
corporation's bylaw, general or specific action of the Board of Directors,
or shareholders, or contract. Section 7-109-108 of CRS permits the
corporation to purchase and maintain insurance to pay for any
indemnification of reasonable expenses as discussed herein.
The indemnification discussed herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles
of Incorporation, any Bylaw, agreement, vote of shareholders, or
disinterested directors, or otherwise, and any procedure provided for by
any of the foregoing, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of heirs, executors, and administrators of such
a person.
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expense incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 13. FINANCIAL STATEMENTS.
For financial information, please see the financial statements
included at Item 15 and hereby incorporated by this reference and made a
part hereof.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company did not have any disagreements on accounting and financial
disclosures with its accounting firm during the reporting period.
<PAGE>
ITEM 15. FINANCIAL STATEMENT AND EXHIBITS.
The following financial information is filed as part of this report:
(1) FINANCIAL STATEMENTS
(2) SCHEDULES
The financial statements schedules listed in the
accompanying index to financial statements are filed as a
part of this annual report.
(3) EXHIBITS
The exhibits listed on the accompanying index to financial
statements are filed as part of this annual report.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CENTRAL OIL CORPORATION
Dated: 9-22-97 By: ///SIGNED///
Charles L. Mattis
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL AND ACCOUNTING
OFFICER
Dated: 9-22-97 By: ///SIGNED///
Stephan R. Levy
Treasurer
<PAGE>
CENTRAL OIL CORPORATION
FINANCIAL STATEMENTS
UNAUDITED
JUNE 30, 1997
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
3525 S. TAMARAC DRIVE, SUITE 120
DENVER, COLORADO 80237
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
BALANCE SHEET
UNAUDITED
JUNE 30, 1997
ASSETS
<S> <C>
TOTAL ASSETS $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ 0
STOCKHOLDERS' EQUITY:
COMMON STOCK, NO PAR VALUE,
50,000SHARES AUTHORIZED,
5,000 SHARES ISSUED
AND OUTSTANDING $6,000
RETAINED (DEFICIT) $(6,000)
TOTAL STOCKHOLDERS' EQUITY $ 0
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENT OF OPERATION
UNAUDITED
FOR THE SIX MONTHS ENDED JUNE 30, 1997
<S> <C>
REVENUES: $ 0
OPERATING EXPENSES: 0
NET (LOSS) 0
NET (LOSS) PER COMMON SHARE N/A
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1997
UNAUDITED
NUMBER OF AMOUNT RETAINED TOTAL
SHARES (DEFICIT) STOCKHOLDERS'
EQUITY
<S> <C> <C> <C> <C>
BALANCE,
JANUARY 1, 1997 5,000 $6,000 $(6,000) $ 0
NET (LOSS) FOR
THE SIX MONTHS
ENDED JUNE 30,
1997 0 0
BALANCE,
JUNE 30, 1997 5,000 $6,000 $(6,000) 0
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE, 30, 1997
UNAUDITED
<S> <C>
NET (LOSS) $ 0
NET CASH (USED) BY
OPERATING ACTIVITIES 0
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0
NET INCREASE IN CASH 0
CASH, BEGINNING OF THE PERIOD 0
CASH, END OF THE PERIOD 0
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
CENTRAL OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
CENTRAL OIL CORPORATION, A COLORADO CORPORATION, WAS INCORPORATED SEPTEMBER
9, 1981, FOR THE PURPOSE OF GAS EXPLORATION. FROM 1981 UNTIL 1993, THE
COMPANY ACTED AS AN AGENT FOR OIL AND GAS LEASE HOLDERS. SINCE 1993, THE
COMPANY HAS HAD MINIMAL ACTIVITIES. DURING THIS FISCAL YEAR, THE COMPANY
PLANS TO SEARCH FOR AND TO IDENTIFY POTENTIAL OIL AND GAS ACQUISITION
CANDIDATES.
THE COMPANY HAS ELECTED A CALENDAR YEAR-END AND RECORDS INCOME AND EXPENSES
ON THE ACCRUAL METHOD OF ACCOUNTING.
NOTE II -- RELATED PARTY TRANSACTION.
THE COMPANY MAINTAINS ITS OFFICE IN SPACE PROVIDED BY THE COMPANY'S
SECRETARY-TREASURER PURSUANT TO AN ORAL AGREEMENT ON A RENT FREE BASIS.
NOTE III -- SUBSEQUENT EVENTS.
ON AUGUST, 22, 1997, THE COMPANY APPROVED A ONE-FOR TWO THOUSAND FORWARD
SPLIT OF ITS COMMON STOCK EFFECTIVE AUGUST 22, 1997. THE TOTAL AUTHORIZED
COMMON CAPITAL STOCK OF THE CORPORATION INCREASED FROM 5,000 TO 100,000,000
SHARES AND FROM NO PAR VALUE TO .0001 PAR VALUE EFFECTIVE AUGUST 22, 1997.
AS OF SEPTEMBER 5, 1997, THE COMPANY HAD A TOTAL OF 10,021,000 COMMON
SHARES ISSUED AND OUTSTANDING.
ALSO THE COMPANY HAS AUTHORIZED 10,000,000 SHARES OF PREFERRED STOCK, NO
PAR VALUE EFFECTIVE AUGUST 22, 1997. CURRENTLY NO SHARES HAVE BEEN ISSUED.
THE COMPANY WILL BE FILING A FORM 10SB WITH SECURITIES AND EXCHANGE
COMMISSION.
<PAGE>
CENTRAL OIL CORPORATION
AUDIT REPORTS
DECEMBER 31, 1996 AND 1995
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
3525 S. TAMARAC DRIVE, SUITE 120
DENVER, COLORADO 80237
<PAGE>
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
3525 S. TAMARAC DRIVE, SUITE 120
DENVER, COLORADO 80237
303-220-0227
BOARD OF DIRECTORS
CENTRAL OIL CORPORATION
I HAVE AUDITED THE ACCOMPANYING BALANCE SHEETS OF CENTRAL OIL CORPORATION
AS OF DECEMBER 31, 1996 AND 1995 AND THE RELATED STATEMENTS OF OPERATIONS,
STOCKHOLDERS' EQUITY AND CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 1996
AND 1995. THESE FINANCIAL STATEMENTS ARE THE RESPONSIBILITY OF THE
COMPANY'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. THESE 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 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 FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT FAIRLY,
IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION OF CENTRAL OIL CORPORATION
AS OF DECEMBER 31, 1996 AND 1995, AND THE RESULTS OF ITS OPERATIONS AND ITS
CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 AND 1995.
JANET LOSS, C.P.A., P.C.
SEPTEMBER 9, 1997
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
ASSETS
1996 1995
<S> <C> <C>
TOTAL ASSETS: $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES 0 0
STOCKHOLDERS' EQUITY:
COMMON STOCK, NO PAR VALUE,
50,000 SHARES AUTHORIZED,
5,000 SHARES ISSUED
AND OUTSTANDING 6,000 6,000
RETAINED (DEFICIT) (6,000) (6,000)
TOTAL STOCKHOLDERS' EQUITY 0 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 0
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
<S> <C> <C>
REVENUES: $ 0 $ 0
OPERATING EXPENSES: 0 0
NET (LOSS) $ 0 $ 0
NET (LOSS) PER COMMON SHARE N/A N/A
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,000 5,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
NUMBER OF AMOUNT RETAINED TOTAL
SHARES (DEFICIT) STOCKHOLDERS'
EQUITY
<S> <C> <C> <C> <C>
BALANCE,
JANUARY 1, 1995 $5,000 $6,000 $(6,000) $ 0
NET (LOSS) FOR
YEAR ENDED
DECEMBER 31,
1995 -- -- 0 0
BALANCE,
DECEMBER 31,
1995 5,000 $6,000 $(6,000) 0
NET (LOSS) FOR
YEAR ENDED
DECEMBER 31,
1996 -- -- 0 0
BALANCE,
DECEMBER 31,
1996 5,000 $6,000 $(6,000) $ 0
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
CENTRAL OIL CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
<S> <C> <C>
NET (LOSS) $ 0 $ 0
NET CASH (USED) BY
OPERATING ACTIVITIES 0 0
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0
NET INCREASE IN CASH 0 0
CASH, BEGINNING OF THE PERIOD 0 0
CASH, END OF THE PERIOD $ 0 $ 0
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
<PAGE>
CENTRAL OIL CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
CENTRAL OIL CORPORATION, A COLORADO CORPORATION, WAS INCORPORATED SEPTEMBER
9, 1981, FOR THE PURPOSE OF GAS EXPLORATION. FROM 1981 UNTIL 1993, THE
COMPANY ACTED AS AN AGENT FOR OIL AND GAS LEASE HOLDERS. SINCE 1993, THE
COMPANY HAS HAD MINIMAL ACTIVITIES. DURING THIS FISCAL YEAR, THE COMPANY
PLANS TO SEARCH FOR AND TO IDENTIFY POTENTIAL OIL AND GAS ACQUISITION
CANDIDATES.
THE COMPANY HAS ELECTED A CALENDAR YEAR-END AND RECORDS INCOME AND EXPENSES
ON THE ACCRUAL METHOD OF ACCOUNTING.
NOTE II -- RELATED PARTY TRANSACTION.
THE COMPANY MAINTAINS ITS OFFICE IN SPACE PROVIDED BY THE COMPANY'S
SECRETARY-TREASURER PURSUANT TO AN ORAL AGREEMENT ON A RENT FREE BASIS.
NOTE III -- SUBSEQUENT EVENTS.
ON AUGUST, 22, 1997, THE COMPANY APPROVED A ONE-FOR TWO THOUSAND FORWARD
SPLIT OF ITS COMMON STOCK EFFECTIVE AUGUST 22, 1997. THE TOTAL AUTHORIZED
COMMON CAPITAL STOCK OF THE CORPORATION INCREASED FROM 5,000 TO 100,000,000
SHARES AND FROM NO PAR VALUE TO .0001 PAR VALUE EFFECTIVE AUGUST 22, 1997.
AS OF SEPTEMBER 5, 1997, THE COMPANY HAD A TOTAL OF 10,021,000 COMMON
SHARES ISSUED AND OUTSTANDING.
ALSO THE COMPANY HAS AUTHORIZED 10,000,000 SHARES OF PREFERRED STOCK, NO
PAR VALUE EFFECTIVE AUGUST 22, 1997. CURRENTLY NO SHARES HAVE BEEN ISSUED.
THE COMPANY WILL BE FILING A FORM 10SB WITH SECURITIES AND EXCHANGE
COMMISSION.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
EXHIBITS
TO
Central Oil Corporation
<PAGE>
INDEX TO EXHIBITS
Exhibit Page or
NUMBER DESCRIPTION CROSS REFERENCE
3A Articles of Incorporation
3B Articles of Amendment
3C Bylaws
<PAGE>
3A
Articles of Incorporation
<PAGE>
ARTICLES OF INCORPORATION
OF
CENTRAL OIL CORPORATION
KNOW ALL MEN BY THESE PRESENTS: That we, the following: Charles Mattis
of 9382 West Louisiana Avenue, Lakewood, Colorado 80226 and Geraldine
Mattis of 9382 West Louisiana Avenue, Lakewood, Colorado 80226 have
associated ourselves together as a corporation under the name and style of
Central Oil Corporation, for the purpose of becoming a body corporate under
and by virtue of the laws of the State of Colorado, and in accordance with
the provisions of the laws of said State, we do hereby make, execute and
acknowledge this certificate in writing of our intention so to become a
Body corporate under and by virtue of said laws, and we hereby certify as
follows:
ARTICLE I
The name of the corporation shall be:
Central Oil Corporation
ARTICLE II
The corporation shall have Perpetual Existence.
ARTICLE III
The nature of the business of the corporation and the objects and
purposes to be transacted, promoted and carried on are primarily to operate
as a filing service for the Bureau of Land Management Lotteries; for
negotiation of leases on behalf of owners and for the purchase and sale of
leases; and for the further purpose of transacting all lawful business for
which corporations which may be incorporated pursuant to the provisions of
the Colorado Corporation Code, as it now exists and, as it may be amended
subsequent to the date of these Articles of Incorporation.
ARTICLE IV
The total authorized capital stock of the said corporation shall be
Fifty Thousand (50,000) shares of stock, of no par value, and all of said
stock shall be fully paid and non-assessable.
ARTICLE V
The affairs and management of said corporation are to be under the
control and management of a Board of Directors of not less than three or
more than seven, such number to be fixed from time to time by the By-Laws,
and
Charles Mattis, 9382 West Louisiana Avenue, Lakewood,
Colorado, 80226
Geraldine Mattis, 9382 West Louisiana Avenue, Lakewood,
Colorado, 80226
Melvin G. Lines, Jr., 9382 West Louisiana Avenue,
Lakewood, Colorado, 80226
are hereby selected to act as said Directors and to manage the affairs and
concerns of said corporation during the first year of its corporate
existence or until their successors are duly elected and qualified.
<PAGE>
ARTICLE VI
In furtherance and not in limitation of the powers hereinbefore
conferred or conferred by the statutes or by the By-Laws of this
corporation, the Board of Directors shall have the following powers by
majority vote:
(a) to make, alter, amend, or repeal By-Laws for the corporation but
any By-Laws so made may be altered, amended or repealed by the stockholders
at any annual or special meeting.
(b) to authorize and direct the issuance of capital stock of this
corporation as fully paid and non-assessable for money, for property or for
services, and their opinion as to value and reasonableness of such
consideration as may be received therefor shall be conclusive and binding
upon all the stockholders of this corporation of record at the time of such
transaction and all persons thereafter becoming such stockholders.
ARTICLE VII
The address of the initial registered office of the corporation is 1045
Lincoln Street, Suite 100, Denver, Colorado 80203, and the name of the
initial registered agent is Geraldine Mattis.
The original stock books and ledgers and other books and records
required by the statutes of Colorado to be kept for inspection by
stockholders or creditors, shall be kept at the registered office of the
corporation at Denver, Colorado.
The business of this corporation may be carried on is such other places
within or without the State of Colorado as the Board of Directors shall
have the power to change the registered office of the corporation and the
agent in charge thereof. The corporation may have such officers, offices
and place of business both within and without the State of Colorado as may
be determined by the Board of Directors.
ARTICLE VIII
Every officer, every director and every stockholder shall be free to
deal with the corporation in any manner whatsoever, and shall devote as
much or as little time as may be necessary to discharge adequately his or
her obligations to the corporation. The activities of any officer,
director or stockholder shall not be held to be a conflict of interest in
any situation involving dealing with the same or similar purposes of those
of the corporation, and no officer, director or stockholder shall have any
obligation to offer any business opportunity to the corporation before
availing him or herself of said business opportunity.
ARTICLE IX
Except as hereinabove expressly remitted, the right is reserved to
amend this Certificate of Incorporation or any Articles herein in any
manner now or hereafter permitted or provided by the corporation laws of
the State of Colorado, and the
<PAGE>
rights of all stockholders are expressly made subject to such power of
amendment.
///SIGNED///
Charles Mattis
///SIGNED///
Geraldine Mattis
STATE OF COLORADO )
) SS.
CITY AND COUNTRY OF DENVER )
Subscribed and sworn to before me this 8th day of September, 1981, by
Charles Mattis and Geraldine Mattis.
Witness my hand and official seal.
My commission expires August 24, 1985.
///SIGNED///
Barbara Bray
Notary Public
810-1st National Bank
Denver, CO 80293
<PAGE>
3B
Articles of Amendment
<PAGE>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
CENTRAL OIL CORPORATION
Pursuant to Section 7-106-102 the Colorado Corporation Code, the
undersigned Corporation hereby adopts the following Articles of Amendment
to its Articles of Incorporation:
FIRST: The name of the Corporation is CENTRAL OIL CORPORATION
SECOND: The following amendments were adopted:
BE IT RESOLVED, that ARTICLE IV is deleted in its entirety and replaced
with the following Article:
ARTICLE IV
The total authorized capital stock of the corporation shall consist of
One Hundred Million (100,000,000) shares of one class of common stock of
the par value of One Tenth of a Mill ($.0001) each; and Ten Million
(10,000,000) shares of preferred stock, to have such par value, classes,
series and preferences as the Board of Directors may determine from time to
time.
Any and all shares issued by the corporation will be issued in
registered form, as may be directed by the Board of Directors from time to
time, and the fixed consideration for which has been paid and delivered
shall be deemed fully paid and not liable for any further call or
assessment thereon, and the holders of such stock shall not be liable for
any further assessments.
<PAGE>
The holders of the capital stock of this corporation shall not have
the preemptive right to acquire additional unissued shares or treasury
shares of the capital stock of this corporation, or securities convertible
into shares of capital stock or carrying capital purchase warrants or
privileges.
BE IT FURTHER RESOLVED, that the word "seven" in the third line of
ARTICLE V be replaced by the word "twelve", and the following language
added at the end of ARTICLE V: Cumulative voting of
shares of stock of the corporation shall not be allowed or authorized in
the election of the Board of Directors of the corporation.
BE IT FURTHER RESOLVED, that the following language is added at the end
of ARTICLE VIII:
A director of the corporation shall not be personally liable to the
corporation or to its shareholders for damages for breach of fiduciary duty
as a director of the corporation or to its shareholders for damages
otherwise existing for (I) any breach of the director's duty of loyalty to
the corporation or to its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the
law; (iii) acts specified in Section 7-108-403 of the Colorado Business
Corporation Act; or (iv) any transaction from which the director directly
or indirectly derived any improper personal benefit. If the Colorado
Business Corporation Act is hereafter amended to eliminate or limit further
the liability of a director, then, in addition to the elimination and
limitation of liability provided by the foregoing, the liability of each
director shall be eliminated or limited to the fullest extent permitted
under the provisions of the Colorado Business Corporation Act as so
amended. Any repeal or modification of the indemnification provided in
these Articles shall not adversely affect any right or protection of a
director of the corporation under these Articles, as in effect immediately
prior to such repeal or modification, with
<PAGE>
respect to any liability that would have accrued, but for this limitation
of liability, prior to such repeal or modification.
The corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and
expense (including, but not limited to, attorneys' fees) incurred by reason
of the fact that he is or was a director or officer of the corporation, he
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, fiduciary, or agent of, or in any similar
managerial or fiduciary position of, another domestic or foreign
corporation or other individual or entity or of an employee benefit plan.
The corporation shall also indemnify any person who is serving or has
served the corporation as director, officer, employee, fiduciary, or agent,
and that person's estate and personal representative, to the extent and in
the manner provided in any bylaw, resolution of the shareholders or
directors, contract, or otherwise, so long as such provision is legally
permissible.
BE IT FURTHER RESOLVED, that ARTICLE IX is deleted in its entirety and
replaced with the following Article:
ARTICLE IX
To the fullest extent now or hereafter permitted by the Colorado
Business Corporation Act, the vote of a majority of the issued and
outstanding shares of the corporation entitled to vote on such matter shall
be sufficient to approve any matter to come before the shareholders of the
corporation, including, but not limited to, the right from time to time, to
amend, alter or repeal, or add any provisions to, the corporation's
Articles of Incorporation.
<PAGE>
A quorum of Shareholders for any matter to come before any meeting of
Shareholders of the corporation shall consist of one-third of the issued
and outstanding shares entitled to vote on the matter.
THIRD: This amendment was duly adopted by the Shareholders of the
corporation as of August 22, 1997, as permitted under the Colorado Business
Corporation Act in the manner prescribed by the Colorado Revised Statutes
Section 7-106-102.
Dated this 22nd day of August, 1997.
CENTRAL OIL CORPORATION
By: ///SIGNED///
Charles L. Mattis
President
<PAGE>
3C
Bylaws
<PAGE>
BYLAWS
OF
CENTRAL OIL CORPORATION
ARTICLE I
OFFICES
The principal office of the Corporation shall be located at 6000 East
Evans Ave., Bldg #1, Suite 22, Denver, Colorado 80222. The Corporation may
have other offices at such places within or without the State of Colorado
as the Board of Directors may from time to time establish.
ARTICLE II
REGISTERED OFFICE AND AGENT
The registered office of the Corporation in Colorado shall be located
at 6000 East Evans Ave., Bldg #1, Suite 22, Denver, Colorado 80222, and the
registered agent shall be Charles L. Mattis. The Board of Directors may, by
appropriate resolution from time to time, change the registered office
and/or agent.
ARTICLE III
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the Stockholders
for the election of Directors and for the transaction of such other
business as may properly come before such meeting shall be held at such
time and date as the Board of Directors shall designate from time to time
by resolution duly adopted.
<PAGE>
SECTION 2. SPECIAL MEETINGS. A special meeting of the Stockholders
may be called at any time by the President or the Board of Directors, and
shall be called by the President upon the written request of Stockholders
of record holding in the aggregate twenty per cent (20%) or more of the
outstanding shares of stock of the Corporation entitled to vote, such
written request to state the purpose or purposes of the meeting and to be
delivered to the President.
SECTION 3. PLACE OF MEETINGS. All meetings of the Stockholders
shall be held at the principal office of the Corporation or at such other
place, within or without the State of Colorado, as shall be determined from
time to time by the Board of Directors or the Stockholders of the
Corporation.
SECTION 4. CHANGE IN TIME OR PLACE OF MEETINGS. The time and place
specified in this Article III for annual meetings shall not be changed
within thirty (30) days next before the day on which such meeting is to be
held. A notice of any such change shall be given to each Stockholder at
least twenty (20) days before the meeting, in person or by letter mailed to
his last known post office address.
SECTION 5. NOTICE OF MEETINGS. Written notice, stating the place,
day and hour of the meeting, and in the case of a special meeting, the
purposes for which the meeting is called, shall be given by or under the
direction of the President or Secretary at least ten (10) days but not more
than fifty (50) days before the date fixed for such meeting; except that if
the number of the authorized shares of the Corporation are to be increased,
at least thirty (30) days' notice shall be given. Notice shall be given to
each Stockholder entitled to vote at such meeting, of record at the close
of business on the day fixed by the Board of Directors as a record date for
the determination of the Stockholders
<PAGE>
entitled to vote at such meeting, or if no such date has been fixed, of
record at the close of business on the day next preceding the day on which
notice is given. Notice shall be in writing and shall be delivered to each
Stockholder in person or sent by United States Mail, postage prepaid,
addressed as set forth on the books of the Corporation. A waiver of such
notice, in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent to such notice. Except as otherwise required by statute, notice
of any adjourned meeting of the Stockholders shall not be required.
SECTION 6. QUORUM. Except as may otherwise be required by statute,
the presence at any meeting, in person or by proxy, of the holders of
record of a majority of the shares then issued and outstanding and entitled
to vote shall be necessary and sufficient to constitute a quorum for the
transaction of business. In the absence of a quorum, a majority in
interest of the Stockholders entitled to vote, present in person or by
proxy, or, if no Stockholder entitled to vote is present in person or by
proxy, any Officer entitled to preside or act as secretary of such meeting,
may adjourn the meeting from time to time for a period not exceeding sixty
(60) days in any one case. At any such adjourned meeting at which a quorum
may be present, any business may be transacted which might have been
transacted at the meeting as originally called. The Stockholders present
at a duly organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough Stockholders to leave less than a
quorum.
SECTION 7. VOTING. Except as may otherwise be provided by statute
or these Bylaws, including the provisions of Section 4 of Article VIII
hereof, each Stockholder shall at every meeting of the Stockholders be
entitled to one (1) vote, in person or by proxy, for each share of the
voting capital stock held by such
<PAGE>
Stockholder. However, no proxy shall be voted on after eleven (11) months
from its date, unless the proxy provides for a longer period. At all
meetings of the Stockholders, except as may otherwise be required by
statute, the Articles of Incorporation of this Corporation, or these
Bylaws, if a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the Stockholders.
Persons holding stock in a fiduciary capacity shall be entitled to vote
the shares so held, and persons whose stock is pledged shall be entitled to
vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which
case only the pledgee or his proxy may represent said stock and vote
thereon.
Shares of the capital stock of the Corporation belonging to the
Corporation shall not be voted directly or indirectly.
SECTION 8. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Whenever the
vote of Stockholders at a meeting thereof is required or permitted to be
taken in connection with any corporate action, by any provision of statute,
these Bylaws, or the Articles of Incorporation, the meeting and vote of
Stockholders may be dispensed with if all the Stockholders who would have
been entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken.
SECTION 9. TELEPHONIC MEETING. Any meeting held under this Article
III may be held by telephone, in accordance with the provisions of the
Colorado Business Corporation Act.
<PAGE>
SECTION 10. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer who
has charge of the stock ledger of the Corporation shall prepare and make,
at least ten (10) days before every annual meeting, a complete list of the
Stockholders entitled to vote at such meeting, arranged in alphabetical
order and showing the address of each Stockholder and the number of shares
registered in the name of each Stockholder. Such list shall be open to the
examination of any Stockholder during ordinary business hours, for a period
of at least ten (10) days prior to election, either at a place within the
city, town or village where the election is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the
place where said meeting is to be held. The list shall be produced and
kept at the time and place of election during the whole time thereof and be
subject to the inspection of any Stockholder who may be present.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by the Board of Directors, except as otherwise
provided by statute, the Articles of Incorporation of the Corporation, or
these Bylaws.
SECTION 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of at least three (3) members, and not more than five (5) members,
as shall be designated by the Board of Directors from time to time, and in
the absence of such designation, the Board of Directors shall consist of
three (3) members. This number may be changed from time to time by
resolution of the Board of Directors. However, no such change shall have
the effect of reducing the number of members below three (3). Directors
need not be residents of the State of
<PAGE>
Colorado or Stockholders of the Corporation. Directors shall be natural
persons of the age of eighteen (18) years or older.
SECTION 3. ELECTION AND TERM OF OFFICE. Members of the initial
Board of Directors of the Corporation shall hold office until the first
annual meeting of Stockholders. At the first annual meeting of
Stockholders, and at each annual meeting thereafter, the Stockholders shall
elect Directors to hold office until the next succeeding annual meeting.
Each Director shall hold office until his successor is duly elected and
qualified, unless sooner displaced. Election of Directors need not be by
ballot.
SECTION 4. COMPENSATION. The Board of Directors may provide by
resolution that the Corporation shall allow a fixed sum and reimbursement
of expenses for attendance at meetings of the Board of Directors and for
other services rendered on behalf of the Corporation. Any Director of the
Corporation may also serve the Corporation in any other capacity, and
receive compensation therefor in any form, as the same may be determined by
the Board in accordance with these Bylaws.
SECTION 5. REMOVALS AND RESIGNATIONS. Except as may otherwise be
provided by statute, the Stockholders may, at any special meeting called
for the purpose, by a vote of the holders of the majority of the shares
then entitled to vote at an election of Directors, remove any or all
Directors from office, with or without cause.
A Director may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the Corporation. The
resignation shall take effect immediately upon
<PAGE>
the receipt of the notice, or at any later period of time specified
therein. The acceptance of such resignation shall not be necessary to make
it effective, unless the resignation requires acceptance for it to be
effective.
SECTION 6. VACANCIES. Any vacancy occurring in the office of a
Director, whether by reason of an increase in the number of directorships
or otherwise, may be filled by a majority of the Directors then in office,
though less than a quorum. A Director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office, unless sooner
displaced.
When one or more Directors resign from the Board, effective at a future
date, a majority of the Directors then in office, including those who have
so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective. Each Director so chosen shall hold office as herein provided in
the filling of other vacancies.
SECTION 7. EXECUTIVE COMMITTEE. By resolution adopted by a majority
of the Board of Directors, the Board may designate one or more committees,
including an Executive Committee, each consisting of one (1) or more
Directors. The Board of Directors may designate one (1) or more Directors
as alternate members of any such committee, who may replace any absent or
disqualified member at any meeting of such committee. Any such committee,
to the extent provided in the resolution and except as may otherwise be
provided by statute, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation
and may authorize the seal of the Corporation to be affixed to all papers
which may require the same. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed
<PAGE>
upon it or him by law. If there be more than two (2) members on such
committee, a majority of any such committee may determine its action and
may fix the time and place of its meetings, unless provided otherwise by
the Board. If there be only two (2) members, unanimity of action shall be
required. Committee action may be by way of a written consent signed by
all committee members. The Board shall have the power at any time to fill
vacancies on committees, to discharge or abolish any such committee, and to
change the size of any such committee.
Except as otherwise prescribed by the Board of Directors, each
committee may adopt such rules and regulations governing its proceedings,
quorum, and manner of acting as it shall deem proper and desirable.
Each such committee shall keep a written record of its acts and
proceedings and shall submit such record to the Board of Directors.
Failure to submit such record, or failure of the Board to approve any
action indicated therein will not, however, invalidate such action to the
extent it has been carried out by the Corporation prior to the time the
record of such action was, or should have been, submitted to the Board of
Directors as herein provided.
ARTICLE V
MEETINGS OF BOARD OF DIRECTORS
SECTION 1. ANNUAL MEETINGS. The Board of Directors shall meet each
year immediately after the annual meeting of the Stockholders for the
purpose of organization, election of Officers, and consideration of any
other business that may properly be brought before the meeting. No notice
of any kind to either old or new members of the Board of Directors for such
annual meeting shall be necessary.
<PAGE>
SECTION 2. REGULAR MEETINGS. The Board of Directors from time to
time may provide by resolution for the holding of regular meetings and fix
the time and place of such meetings. Regular meetings may be held within
or without the State of Colorado. The Board need not give notice of
regular meetings provided that the Board promptly sends notice of any
change in the time or place of such meetings to each Director not present
at the meeting at which such change was made.
SECTION 3. SPECIAL MEETINGS. The Board may hold special meetings of
the Board of Directors at any place, either within or without the State of
Colorado, at any time when called by the President, or two or more
Directors. Notice of the time and place thereof shall be given to and
received by each Director at least three (3) days before the meeting. A
waiver of such notice in writing, signed by the person or persons entitled
to said notice, either before or after the time stated therein, shall be
deemed equivalent to such notice. Notice of any adjourned special meeting
of the Board of Directors need not given.
SECTION 4. QUORUM. The presence, at any meeting, of a majority of
the total number of Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business. Except as otherwise
required by statute, the act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors; however, if only one (1) Director is present, unanimity of
action shall be required. In the absence of a quorum, a majority of the
Directors present at the time and place of any meeting may adjourn such
meeting from time to time until a quorum is present.
SECTION 5. CONSENT OF DIRECTORS IN LIEU OF MEETING. Unless otherwise
restricted by statute, the Board may take any action
<PAGE>
required or permitted to be taken at any meeting of the Board of Directors
without a meeting, if a written consent thereto is signed by all members of
the Board, and such written consent is filed with the minutes of
proceedings of the Board.
SECTION 6. TELEPHONIC MEETING. Any meeting held under this Article
V may be held by telephone, in accordance with the provisions of the
Colorado Business Corporation Act.
SECTION 7. ATTENDANCE CONSTITUTES WAIVER. Attendance of a Director
at a meeting constitutes a waiver of any notice to which the Director may
otherwise have been entitled, except where a Director attends a meeting for
the express purpose of objecting the transaction of any business because
the meeting is not lawfully called or convened.
ARTICLE VI
OFFICERS
SECTION 1. NUMBER. The Corporation shall have a President, one or
more Vice Presidents as the Board may from time to time elect, a Secretary
and a Treasurer, and such other Officers and Agents as may be deemed
necessary. One person may hold any two offices except the offices of
President and Secretary.
SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Board
shall choose the Officers specifically designated in Section 1 of this
Article VI at the annual meeting of the Board of Directors and such
Officers shall hold office until their successors are chosen and qualified,
unless sooner displaced. Officers need not be Directors of the
Corporation.
<PAGE>
SECTION 3. SUBORDINATE OFFICERS. The Board of Directors, from time
to time, may appoint other Officers and Agents, including one or more
Assistant Secretaries and one or more Assistant Treasurers, each of whom
shall hold office for such period, and each of whom shall have such
authority and perform such duties as are provided in these Bylaws or as the
Board of Directors from time to time may determine. The Board of Directors
may delegate to any Officer the power to appoint any such subordinate
Officers and Agents and to prescribe their respective authorities and
duties.
SECTION 4. REMOVALS AND RESIGNATIONS. The Board of Directors may,
by vote of a majority of their entire number, remove from office any
Officer or Agent of the Corporation, appointed by the Board of Directors.
Any Officer may resign at any time by giving written notice to the
Board of Directors. The resignation shall take effect immediately upon the
receipt of the notice, or any later period of time specified therein. The
acceptance of such resignation shall not be necessary to make it effective,
unless the resignation requires acceptance for it to be effective.
SECTION 5. VACANCIES. Whenever any vacancy shall occur in any
office by death, resignation, removal, or otherwise, it shall be filled for
the unexpired portion of the term in the manner prescribed by these Bylaws
for the regular election or appointment to such office, at any meeting of
Directors.
SECTION 6. THE PRESIDENT. The President shall be the chief
executive officer of the Corporation and, subject to the direction and
under the supervision of the Board of Directors, shall have general charge
of the business, affairs and property of the Corporation, and shall have
control over its Officers, Agents and Employees. The President shall
preside at all meetings of the
<PAGE>
Stockholders and of the Board of Directors at which he is present. The
President shall do and perform such other duties and may exercise such
other powers as these Bylaws or the Board of Directors from time to time
may assign to him.
SECTION 7. THE VICE PRESIDENT. At the request of the President or
in the event of his absence or disability, the Vice President, or in case
there shall be more than one Vice President, the Vice President designated
by the President, or in the absence of such designation, the Vice President
designated by the Board of Directors, shall perform all the duties of the
President, and when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the President. Any Vice President shall
perform such other duties and may exercise such her powers as from time to
time these Bylaws or by the Board of Directors or the President be assign
to him.
SECTION 8. THE SECRETARY. The Secretary shall:
a. record all the proceedings of the meetings of the Corporation and
Directors in a book to be kept for that purpose;
b. have charge of the stock ledger (which may, however, be kept by
any transfer agent or agents of the Corporation under the
direction of the Secretary), an original or duplicate of which
shall be kept at the principal office or place of business of the
Corporation in the State of Colorado;
c. see that all notices are duly and properly given;
<PAGE>
d. be custodian of the records of the Corporation and the Board of
Directors, and the and of the seal of the Corporation, and see
that the seal is affixed to all stock certificates prior to their
issuance and to all documents for which the Corporation has
authorized execution on its behalf under its seal;
e. see that all books, reports, statements, certificates, and other
documents and records required by law to be kept or filed are
properly kept or filed;
f. in general, perform all duties and have all powers incident to the
office of Secretary, and perform such other duties and have such
other powers as these Bylaws, the Board of Directors or the
President from time to time may assign to him; and
g. prepare and make, at least ten (10) days before every election of
Directors, a complete list of the Stockholders entitled to vote at
said election, arranged in alphabetical order.
SECTION 9. THE TREASURER. The Treasurer shall:
a. have supervision over the funds, securities, receipts and
disbursements of the Corporation;
b. cause all moneys and other valuable effects of the Corporation to
be deposited in its name and to its credit, in such depositories
as the Board of Directors or, pursuant to authority conferred
<PAGE>
by the Board of Directors, its designee shall select;
c. cause the funds of the Corporation to be disbursed by checks or
drafts upon the authorized depositaries of the Corporation, when
such disbursements shall have been duly authorized;
d. cause proper vouchers for all moneys disbursed to be taken and
preserved;
e. cause correct books of accounts of all its business and
transactions to be kept at the principal office of the
Corporation;
f. render an account of the financial condition of the Corporation
and of his transactions as Treasurer to the President or the Board
of Directors, whenever requested;
g. be empowered to require from the Officers or Agents of the
Corporation reports or statements giving such information as he
may desire with respect to any and all financial transactions of
the Corporation; and
h. in general, perform all duties and have all powers incident to the
office of Treasurer and perform such other duties and have such
other powers as from time to time may be assigned to him by these
Bylaws or by the Board of Directors or the President.
<PAGE>
SECTION 10. SALARIES. The Board of Directors shall from time to time
fix the salaries of the Officers of the Corporation. The Board of
Directors may delegate to any person the power to fix the salaries or other
compensation of any Officers or Agents appointed, in accordance with the
provisions of Section 3 of this Article VI. No Officer shall be prevented
from receiving such salary by reason of the fact that he is also a Director
of the Corporation. Nothing contained in this Bylaw shall be construed so
as to obligate the Corporation to pay any Officer a salary, which is within
the sole discretion of the Board of Directors.
SECTION 11. SURETY BOND. The Board of Directors may in its
discretion secure the fidelity of any or all of the Officers of the
Corporation by bond or otherwise.
ARTICLE VII
EXECUTION OF INSTRUMENTS
Section 1. CHECKS, DRAFTS, ETC. The President and the Secretary or
Treasurer shall sign all checks, drafts, notes, bonds, bills of exchange
and orders for the payment of money of the Corporation, and all assignments
or endorsements of stock certificates, registered bonds or other
securities, owned by the Corporation, unless otherwise directed by the
Board of Directors, or unless otherwise required by law. The Board of
Directors may, however, authorize any Officer to sign any of such
instruments for and on behalf of the Corporation without necessity of
countersignature, and may designate Officers or Employees of the
Corporation
<PAGE>
other than those named above who may, in the name of the Corporation, sign
such instruments.
SECTION 2. EXECUTION OF INSTRUMENTS GENERALLY. Subject always to
the specific direction of the Board of Directors, the President shall
execute all deeds and instruments of indebtedness made by the Corporation
and all other written contracts and agreements to which the Corporation
shall be a party, in its name, attested by the Secretary. The Secretary,
when necessary required, shall affix the corporate seal thereto.
SECTION 3. PROXIES. The President and the Secretary or an Assistant
Secretary of the Corporation or by any other person or persons duly
authorized by the Board of Directors may execute and deliver proxies to
vote with respect to shares of stock of other corporations owned by or
standing in the name of the Corporation from time to time on behalf of the
Corporation.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed in the name of
the Corporation by the President and by the Secretary of the Corporation,
certifying the number of shares owned by that person in the Corporation.
Certificates of stock shall be in such form as shall, in conformity to
law, be prescribed from time to time by the Board of Directors.
<PAGE>
SECTION 2. TRANSFER OF STOCK. Shares of stock of the Corporation
shall only be transferred on the books of the Corporation by the holder of
record thereof or by his attorney duly authorized in writing, upon
surrender to the Corporation of the certificates for such shares endorsed
by the appropriate person or persons, with such evidence of the
authenticity of such endorsement, transfer, authorization and other matters
as the Corporation may reasonably require. Surrendered certificates shall
be canceled and shall be attached to their proper stubs in the stock
certificate book.
SECTION 3. RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS.
Prior to the surrender to the Corporation of the certificates for shares of
stock with a request to record the transfer of such shares, the Corporation
may treat the registered owner as the person entitled to receive dividends,
to vote, to receive notifications, and otherwise to exercise all the rights
and powers of an owner.
SECTION 4. CLOSING STOCK TRANSFER BOOK. The Board of Directors may
close the Stock Transfer Book of the Corporation for a period not exceeding
fifty (50) days preceding the date of any meeting of Stockholders, the date
for payment of any dividend, the date for the allotment of rights, the date
when any change, conversion or exchange of capital stock shall go into
effect or for a period of not exceeding fifty (50) days in connection with
obtaining the consent of Stockholders for any purpose. However, in lieu of
closing the Stock Transfer Book, the Board of Directors may in advance fix
a date, not exceeding fifty (50) days preceding the date of any meeting of
Stockholders, the date for the payment of any dividend, the date for the
allotment of rights, the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining
such consent, as a record date for the determination of the Stockholders
entitled to notice of, and to vote at, any such meeting and
<PAGE>
any adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to
give such consent. In such case such Stockholders of record on the date so
fixed, and only such Stockholders shall be entitled to such notice of, and
to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding
any transfer of any stock on the books of the Corporation after any such
record date fixed as aforesaid.
SECTION 5. LOST, DESTROYED AND STOLEN CERTIFICATES. The Corporation
may issue a new certificate of shares of stock in the place of any
certificate theretofore issued and alleged to have been lost, destroyed or
stolen. However, the Board of Directors may require the owner of such
lost, destroyed or stolen certificate or his legal representative, to: (a)
request a new certificate before the Corporation has notice that the shares
have been acquired by a bona fide purchaser; (b) furnish an affidavit as to
such loss, theft or destruction; (c) file with the Corporation a sufficient
indemnity bond; or (d) satisfy such other reasonable requirements,
including evidence of such loss, destruction, or theft as may be imposed by
the Corporation.
ARTICLE IX
DIVIDENDS
SECTION 1. SOURCES OF DIVIDENDS. The Directors of the Corporation,
subject to the Colorado Business Corporation Act, may declare and pay
dividends upon the shares of the capital stock of the Corporation.
<PAGE>
SECTION 2. RESERVES. Before the payment of any dividend, the
Directors of the Corporation may set apart out of any of the funds of the
Corporation available for dividends a reserve or reserves for any proper
purpose, and the Directors may abolish any such reserve in the manner in
which it was created.
SECTION 3. RELIANCE ON CORPORATE RECORDS. A Director in relying in
good faith upon the books of account of the Corporation or statements
prepared by any of its officials as to the value and amount of the assets,
liabilities, and net profits of the Corporation, or any other facts
pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid shall be fully protected.
SECTION 4. MANNER OF PAYMENT. Dividends may be paid in cash, in
property, or in shares of the capital stock of the Corporation.
ARTICLE X
SEAL AND FISCAL YEAR
SECTION 1. SEAL. The corporate seal, subject to alteration by the
Board of Directors, shall be in the form of a circle, shall bear the name
of the Corporation, and shall indicate its formation under the laws of the
State of Colorado and the year of incorporation. Such seal may be used by
causing it or a facsimile thereof to be impressed, affixed, or otherwise
reproduced.
SECTION 2. FISCAL YEAR. The Board of Directors shall, in its sole
discretion, designate a fiscal year for the Corporation.
<PAGE>
ARTICLE XI
AMENDMENTS
Except as may otherwise be provided herein, a majority vote of the
whole Board of Directors at any meeting of the Board shall be sufficient to
amend or repeal these Bylaws.
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. EXCULPATION. No Director or Officer of the Corporation
shall be liable for the acts, defaults, or omissions of any other Director
or Officer, or for any loss sustained by the Corporation, unless the same
has resulted from his own willful misconduct, willful neglect, or gross
negligence.
SECTION 2. INDEMNIFICATION. Each Director and Officer of the
Corporation and each person who shall serve at the Corporation's request as
a director or officer of another corporation in which the Corporation owns
shares of capital stock or of which it is a creditor shall be indemnified
by the Corporation against all reasonable costs, expenses and liabilities
(including reasonable attorneys' fees) actually and necessarily incurred by
or imposed upon him in connection with, or resulting from any claim,
action, suit, proceeding, investigation, or inquiry of whatever nature in
which he may be involved as a party or otherwise by reason of his being or
having been a Director or Officer of the Corporation or such director or
officer of such other corporation, whether or not he continues to be a
Director or Officer of the Corporation or a director or officer of such
other corporation, at the time of the incurring or imposition of such
costs, expenses or liabilities, except in relation to matters as to which
he shall be finally
<PAGE>
adjudged in such action, suit, proceeding, investigation, or inquiry to be
liable for willful misconduct, willful neglect, or gross negligence toward
or on behalf of the Corporation in the performance of his duties as such
Director or Officer of the Corporation or as such director or officer of
such other corporation. As to whether or not a Director or Officer was
liable by reason of willful misconduct, willful neglect, or gross
negligence toward or on behalf of the Corporation in the performance of his
duties as such Director or Officer of the Corporation or as such director
or officer of such other corporation, in the absence of such final
adjudication of the existence of such liability, the Board of Directors and
each Director and Officer may conclusively rely upon an opinion of
independent legal counsel selected by or in the manner designated by the
Board of Directors. The foregoing right to indemnification shall be in
addition to and not in limitation of all other rights which such person may
be entitled as a matter of law, and shall inure to the benefit of the legal
representatives of such person.
SECTION 3. LIABILITY INSURANCE. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation or who is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, association, or
other enterprise against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such, whether or
not he is indemnified against such liability by this Article XII.
