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
NEW WORLD PUBLISHING, INC.
(Exact Name of Small Business Issuer as specified in its charter)
COLORADO 84-1290152
(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
1977 S. Vivian Street
LAKEWOOD, COLORADO 80228
(Address of principal executive offices) (zip code)
(303) 763-5630
(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
New World Publishing, Inc. (the "Company" or the "Registrant"), is a
Colorado corporation. The principal business address is 1977 S. Vivian
Street, Lakewood, Colorado 80228.
<PAGE>
The Company was originally incorporated as JLQ, Inc. under the laws of
the State of Colorado on December 28, 1994 to buy, sell, and to generally
deal in the wholesale distribution of picture frames and to provide
associated services. Since its inception 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 one new Director, Ms. Judith
Harayda, who also became the Treasurer of the Company at that time. On
October 15, 1997, the Company approved a one-for-five hundred forward split
of its common stock. As of October 31, 1997, the Company had a total of
10,781,500 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 1994 to the date of this Registration
Statement, the Company has had minimal activities. During this period, the
Company 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 has never provided
substantial products or services. During this period, the Company has
carried on no material operations and generated no material revenues.
HISTORICAL OPERATIONS
From inception to the date of this Registration Statement, the Company
has been primarily engaged in the wholesale distribution of picture frames
and art. Most of the Company's activities to date have involved procuring
art for hotels and resorts. The Company has supplied art for the Disney
Boardwalk Hotel rooms and lobby, for a Hilton Hotel project in Las Vegas,
and for a Marriott Corp. project on Marco Island, Florida.
Since inception, the Company has also carried on limited operations
involving the publishing of art works on behalf of various artists. No
operations currently are being carried on by the Company. The Company has
investigated certain possibilities and has decided to focus its future
operations primarily in the area of publishing art works. To that end, in
October, 1997, the Company changed its name from JLQ, Inc. to New World
Publishing, Inc.
ORGANIZATION
The Company presently comprises one corporation with no subsidiaries or
parent entities and is in the developmental stage.
<PAGE>
(c) OPERATIONS
PROPOSED BUSINESS
The Company plans to engage in two lines of business. The former
primary line of business, which was the wholesale distribution of picture
frames, will become a secondary line of business.
The principal line of business for the Company will be the publishing
of art works on behalf of various artists. Since inception, the Company has,
on occasion, published art works. The primary published works in the past
have been the William Hoffman Cowboy Artist of America Series. These art
works were created to appeal to the Western spirit and the cowboy lifestyle.
Mr. Hoffman, who died in 1992, received the Cowboy Artist of America award,
which is a distinction only bestowed upon the finest artist in this
specialized field.
The Company's plan in publishing the art work of artists will be to
find new or unknown artists, place them under exclusive contract, publish
their works through prints or similar reproductive media, and to seek to
profit from the increased recognition of and demand for these artists'
works. During this last fiscal year, the primary activity of the Company has
been directed towards organizational efforts.
A typical project would involve signing an exclusive contract with an
artist, printing an art work in an edition of approximately two thousand
prints, and retailing the prints at approximately $150 per print. As the
artist becomes more recognized, the price of the prints would increase,
along with the profit to the Company.
During this fiscal year, the Company plans to search for and to
identify potential artists and to publish their art works. As of the date of
this Registration Statement, the Company is negotiating the rights to
publish the art works of the following artists: Michael Delaroux, a French
artist who paints European street scenes; Patrick Swazo Hinds, a Native
American artist, who works in the style of R.C. Gorman, the Navajo artist;
and Don Clark, a Navajo Indian artist who specializes in depicting Navajo
babies wrapped in blankets. No final agreements have been signed as of the
date hereof.
The Company's secondary business segment will be in the wholesale frame
business. In connection with this business, the Company plans to import
finished frames, principally from Mexico, and to sell them in the United
States to retail customers. However,
<PAGE>
this activity will be only an adjunct to, and in support of, the art
publishing business.
The Company also proposes to investigate and, if warranted, to merge
with or acquire the assets or common stock of an entity actively engaged in
a business which generates revenues. The Company will seek opportunities for
long-term growth potential as opposed to short-term earnings. Although the
Company's primary business for the foreseeable future is expected to be in
the art publishing and wholesale picture frame business, the Company may
also examine other businesses, both related and non-related to its current
activities, as potential acquisition candidates. 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.
(d) MARKETS
The Company's initial marketing plan will be focused completely on
developing the art publishing and wholesale picture frame business. Other
than the securing of initial contracts with several artists as disclosed
herein, 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
At the present time, the Company is expected to be experience intense
competition in the art publishing and wholesale picture frame business.
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. The principal companies in this business with whom
the Company can expect to compete are Greenwich Work Shop, Haddly House, and
Lighthouse Publishing. There are also a significant number of smaller
companies which would be potential competitors. 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.
The Company plans to compete by acquiring exclusive contracts with
artists and focusing on attempting to acquire art properties that may become
popular with the public. There can be no guarantee that the Company will be
successful in these efforts.
<PAGE>
(g) BACKLOG
At October 31, 1997, the Company had no backlogs.
(h) EMPLOYEES
At as of the date hereof, the Company has one employee, its President,
Mr. John B. Quam, who presently does not receive any compensation. The
Company does not plan to hire additional employees in the future but will
rely upon independent contractors to fulfill its business plan.
(I) PROPRIETARY INFORMATION
The Company has no proprietary information.
(j) GOVERNMENT REGULATION
The Company is not expected to be subject to material governmental
regulation.
(k) RESEARCH AND DEVELOPMENT
The Company has never spent any amount in research and development
activities.
(l) ENVIRONMENTAL COMPLIANCE
The Company is not expected to be subject to material environmental
compliance.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Results of Operations
The Company has generated no substantial revenues from its operations
since inception and has been a development stage company during this period.
Since the Company has not substantial generated revenues and has not been in
a profitable position, it operates with minimal overhead. The Company's
primary activity for the foreseeable future will be in the art publishing
and wholesale picture frame business. As of the end of the reporting period,
the Company has concluded no acquisitions and has spoken with no potential
candidates.
<PAGE>
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 artists for its
publishing business. The Company will have negligible capital requirements
in publishing art works, which it intends to fulfill by loans, additional
equity investment, or joint ventures. The Company does not intend to pay
dividends in the foreseeable future.
ITEM 3. DESCRIPTION OF PROPERTIES
As of October 31, 1997, the Company's business office was located at
1977 S. Vivian Street, Lakewood, Colorado 80228, the home of Mr. John B.
Quam, its President, and Mrs. Laurie L. Quam, its Secretary, 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 October 31, 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 October 31, 1997, there were 10,781,500 common shares
issued and outstanding.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2) CLASS
<S> <C> <C>
John B. Quam(3) 6,500,000 60.29%
Laurie L. Quam(3) 2,125,000 19.71%
Judith F. Harayda 10,000 .09%
All Officers and
Directors as a Group 8,635,000 80.09%
(three persons)
</TABLE>
(1) All ownership is beneficial and of record, unless indicated
otherwise.
<PAGE>
(2) Beneficial owner listed above has sole voting and investment power
with respect to the shares shown, unless otherwise indicated.
(3) John and Laurie Quam are husband and wife. Each should be considered
to be the beneficial owner of the other's shares, although the shares
are owned of record as indicated above.
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
John B. Quam 34 President and Director
Laurie L. Quam 37 Secretary and Director
Judith F. Harayda 49 Treasurer and 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. John and Laurie Quam are husband and wife. Otherwise,
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. Quam should be considered the "parent" or "promoter" of the Company
(as such terms are defined under the Securities Act), inasmuch as Mr. Quam
has taken significant initiative in founding and organizing the business of
the Company and because of the shareholdings and control positions held by
him in the Company.
JOHN B. QUAM. Mr. Quam has been the President and a Director of the
Company since its inception in 1994. Prior to that time, he was Sales
Manager of Art Supplies for ABC Moulding Co., a private Colorado
corporation, from 1991 to 1994. Mr. Quam has a Bachelor's Degree in Geology
from the University of Colorado. He will devote approximately 40 hours per
week to the affairs of the Company.
LAURIE L. QUAM . Mrs. Quam has been Secretary and a Director of the
Company since inception in 1994. Prior to that time, she was the owner of
Budget Framer, a private business, from 1990 to 1994. She attended Miami
State College. She will
<PAGE>
devote approximately 40 hours per week to the affairs of the Company.
JUDITH F. HARAYDA . Ms. Harayda has been Treasurer and a Director of the
Company since October, 1997. She has been the owner of Promos, Inc., a
private Colorado corporation, from 1992 to the present. Ms. Harayda
received a Bachelors Degree in Education from Edinboro University. She will
devote approximately 10 hours per month to the affairs of the Company.
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 is located at 1977 S. Vivian Street,
Lakewood, Colorado 80228, the home of Mr. John B. Quam, its President,
and Mrs. Laurie L. Quam, its Secretary, for which it pays no rent. The
Company has no other properties. 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
<PAGE>
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.
(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK
As of the date hereof, a total of 10,781,500 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 twenty-five.
(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.
<PAGE>
(e) BLUE SKY COMPLIANCE
The trading of blank check companies may be restricted by the securities
laws ("Blue Sky" laws) of the several states. Management is aware that a
number of states currently prohibit the unrestricted trading of blank check
companies absent the availability of exemptions, which are in the
discretion of the states' securities administrators. The effect of these
states' laws would be to limit the trading market, if any, for the shares
of the Company and to make resale of shares acquired by investors more
difficult.
The impact of these Blue Sky laws is considered to be minimal since the
Company does not intend to qualify the Company's outstanding securities for
secondary trading in any state until such time as an acquisition or merger
has been consummated.
(f) INVESTMENT COMPANY ACT OF 1940
The Company does not intend to engage in any activities which would cause
it to be classified as an "investment company" under the Investment Company
Act of 1940, as amended. However, to the extent that the Company would
inadvertently become an investment company because of its activities, the
Company would be subjected to additional, costly and restrictive
regulation.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has issued the following common stock in the three year period
preceding the date of this Registration Statement. The Company completed a
one-for-five hundred forward split in October, 1997. All shares are shown
on a post split basis, including shares issued before the split.
The following were initial issue shares at a price of par value:
NAME NUMBER OF SHARES
Laurie L. Quam 10,750,000
Laurie L. Quam acquired her shares in the Company at its inception in
1994. Mrs. Quam transferred some of her shares to two additional
shareholders in 1994. Some of these shares were transferred to additional
shareholders in 1995.
All of the following shares were issued in October, 1997:
<PAGE>
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
<S> <C>
Judith Harayda 10,000 ( at a price of $.20 per share)
Stephan R. Levy 5,000 ( at a price of $.25 per share0
</TABLE>
All of the following shares were issued at a price of $.50 per share in
October, 1997:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
<S> <C>
Sandra S. Steinberg 200
Jamie L. Steinberg 200
Linda Jew 200
Wawa C. Jew 200
Paul H.Dragul 2,000
Ozzie Preiss 2,000
Brooke Belson-Preiss 2,000
Stephen C. Nelson 200
M.S. Kim Duer 1,000
Marc Levy 1,000
Lowell Flemmer 2,000
Roy S. Sugihara 2,000
Todd Levy 1,000
Darius Bozorgpour 800
Michael Brunschwig 800
GeeGee Brunschwig 200
Herbert Cohen 200
Myndel Cohen 200
Jill Lorie 300
Total 16,500
</TABLE>
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.
All of the shares of common stock of the Registrant 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, all
with $0.10 per share par value, to have such preferences as the Board of
Directors may determine from time to time. On October 15, 1997, the Company
approved a one-
<PAGE>
for-five hundred forward split of its common stock. As of October 31, 1997,
the Company had a total of 10,781,500 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.
PREFERRED STOCK
Under the Articles of Incorporation, the Board of Directors has the
authority to issue Preferred Stock and to fix and determine its 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
<PAGE>
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:
(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;
<PAGE>
(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 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.
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>
<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.
New World Publishing, Inc.
Dated: 11/7/97 By: ///JOHN B. QUAM///
John B. Quam
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: 11/7/97 By: ///JUDITH F. HARAYADA///
Judith F. Harayda
Treasurer
<PAGE>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
October 31, 1997 and 1996
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
<PAGE>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant ...................1
Balance Sheets, October 31, 1997 and 1996................2
Statements Of Operations,
October 31, 1997 and 1996..............................3
Statements of Stockholders' Equity,
October 31, 1997 and 1996..............................4
Statements of Cash Flows,
October 31, 1997 and 1996..............................5
Notes to Financial Statements............................6-7
<PAGE>
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
(303) 220-0227
Board of Directors
New World Publishing, Inc.
(Formerly known as JLQ, Inc.)
1977 South Union Street
Lakewood, Colorado 80228
The accompanying balance sheets of New World Publishing, Inc.
(Formerly known as JLQ, Inc.) as of October 31, 1997 and 1996,
and the related statements of Operations, Stockholders Equity
and Cash Flows for the nine months ended October 31, 1997 and
1996 were not audited by us, and accordingly, we do not express
an opinion on them.
Janet Loss, C.P.A., P.C.
November 6, 1997
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
BALANCE SHEETS
October 31, 1997 and 1996
<S> <C> <C>
1997 1996
ASSETS
CURRENT ASSETS:
Cash in checking $ 11,754 $ 1,368
Inventory, at cost 26,760 26,760
Total current assets: $ 38,514 $ 28,128
FIXED ASSETS:
Furniture and Equipment 7,885 7,885
Less Accumulative
Depreciation (4,857) (3,469)
Net Fixed Assets: $ 3,028 $ 4,416
OTHER ASSETS:
Organization Costs, Net
of Amortization $ 267 $ 335
TOTAL ASSETS $ 41,809 $ 32,879
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: $ 0 $ 0
LONG TERM LIABILITIES:
Stockholders' Loan $ 0 $ 25,545
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.10 par
value, 10,000,000 shares
authorized, no shares
issued and outstanding 0 0
Common stock, $.0001 and
$1.00 par value 100,000,000
and 100,000 shares authorized,
139,000 and 21,500 shares
issued outstanding 5,740 5,373
Additional Paid-In-Capital 11,497 0
Retained earnings (Deficit) 24,572 1,597
TOTAL STOCKHOLDERS' EQUITY 41,809 7,334
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT): $ 41,809 $ 32,879
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
STATEMENT OF OPERATIONS
For the nine months Ended October 31, 1997 and 1996
1997 1996
REVENUES:
<S> <C> <C>
Sales $ 0 $ 78,523
OPERATING EXPENSES:
Amortization 46 69
Bank charges 101 27
Depreciation expense 757 1,892
Supplies & Purchases 0 16,339
Subcontract 0 57,450
Total Operating Expense: $ 904 $ 75,777
INCOME (LOSS) FROM OPERATIONS:( 904) 2,746
OTHER INCOME AND EXPENSES:
Forgiveness of debt 25,545 0
NET INCOME (LOSS) $ 24.641 $ 2,746
NET INCOME (LOSS) PER
SHARE OF COMMON STOCK $ .23 $ .03
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
For the Years Ended October 31, 1997 and 1996
Common stock Common Additional Total
Number of stock Paid-In- Stockholders
shares Amount Capital (Deficit) Equity
<S> <C> <C> <C> <C> <C>
Balance,
February 1,
1995 $ 21,500 $ 5,737 $ 0 $( 69) $ 5,558
500 to 1
forward stock
split 86,000
31,500 shares
issued for
cash, October
31, 1997 31,500 3 11,497 0 11,500
Net Income
(Loss) for the
nine months
ended October
31, 1997 $ 0 0 0 24,641 24,641
Balance,
October 31,
1997 $ 139,000 $ 5,740 $11,497 $24,572 $41,809
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended October 31, 1997 and 1996
1997 1996
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C>
Net Income (Loss) $ 24,641 $ 2,746
Adjustments to reconcile
net loss to net cash
used by operating activities:
Amortization 46 69
Depreciation 757 1,892
Increase in inventory 0 ( 3,576)
Net cash provided (Used) by
Operating activities 25,444 ( 1.131)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Loans from stockholder (25.545) ( 218)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock 11,500 0
Net Increase (Decrease)
in cash 0 0
CASH BEGINNING OF THE
PERIOD: 355 455
CASH END OF THE PERIOD $ 11,754 $ 1,368
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
New World Publishing, Inc. was incorporated in October of 1994.
However the Company was dormant in 1994 and had no business
activity until 1995. The Company was in the wholesale business
of frames, pictures and hobby goods.
Accounting Method
The Company records income and expenses on the accrual
method.
Organization Costs
Costs incurred in organizing the Company are being
amortized over a sixty (60) year period.
Inventory
Inventories are stated at the lower cost or market.
Fixed Assets
Equipment and furniture are recorded at cost.
Depreciation is provided on the straight-line method
over five (5) years. Maintenance and repairs are
charged to expense as incurred.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company maintains its office in the space provided by an
officer of the Company pursuant to an oral agreement on a rent
free basis with reimbursement for out of pocket expenses, such
as telephone. The stockholder of the Company has advanced
monies to the Corporation from inception to January 31, 1997.
As of October 15, 1997, the stockholder has forgiven this loan
of $25,544.00 in full.
NOTE 3 - CAPITAL STOCK
On October 15, 1997, the Company issued a 500 to 10 forward
stock split for common stock. Thus the total common stock
authorized changed from 50,000 to 100,000,000 shares, and from
$1.00 par value to $0.0001 per share. The Company also
authorized 10,000,000 preferred shares with a par value of $0.10
per share.
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principals, which
contemplate continuation of the Company's ability to continue as
a going concern is dependent upon the Company's ability to
obtain financing.
<PAGE>
<PAGE>
<PAGE>
<PAGE>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
AUDIT REPORT
For the Years Ended January 31, 1997 and 1996
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
<PAGE>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant ...................1
Balance Sheets, January 31, 1997 and 1996................2
Statements Of Operations, for the Years
Ended January 31, 1997 and 1996........................3
Statements of Stockholders' Equity, for
the Years Ended January 31, 1997 and 1996 ............ 4
Statements of Cash Flows, for the Years
Ended January 31, 1997 and 1996........................5
Notes to Financial Statements............................6-7
<PAGE>
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
(303) 220-0227
Board of Directors
New World Publishing, Inc.
(Formerly known as JLQ, Inc.)
1977 South Union Street
Lakewood, Colorado 80228
I have audited the Balance sheets of New World Publishing, Inc.,
(formerly known as JLQ, Inc.) as of January 31, 1997 and 1996,
and the statements of Operations, Stockholders Equity and Cash
Flows for the years ended January 31, 1997 and 1996.
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 principals used and
significant estimates made by management as well as evaluating
the overall financial statement presentation.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of New World Publishing, Inc. (formerly known as JLQ, Inc.) as
of January 31, 1997 and 1996 and the results of its operations
and its cash flows for the years ended January 31, 1997 and
1996.
Janet Loss, C.P.A., P.C.
October 6, 1997
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
BALANCE SHEETS
January 31, 1997 and 1996
1997 1996
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash in checking $ 355 $ 455
Inventory, at cost 26,760 23,184
Total current assets: $ 27,115 $ 23,639
FIXED ASSETS:
Furniture and Equipment 7,885 7,885
Less Accumulative
Depreciation (4,100) (1,577)
Net Fixed Assets: $ 3,785 $ 6,308
OTHER ASSETS:
Organization Costs, Net
of Amortization $ 312 $ 404
TOTAL ASSETS $ 31,212 $ 30,351
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: $ 0 $ 0
LONG TERM LIABILITIES:
Stockholders' Loan $ 25,544 $ 25,763
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value
100,000 shares authorized
21,500 shares issued and
outstanding 5,737 5,737
(Deficit) ( 69) (1,149)
TOTAL STOCKHOLDERS' EQUITY 5,668 4,588
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: $ 31,212 $ 30,351
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
STATEMENT OF OPERATIONS
For the Year Ended January 31, 1997 and 1996
1997 1996
REVENUES:
<S> <C> <C>
Sales $ 87,996 $ 9,068
OPERATING EXPENSES:
Accounting $ 320 $ 0
Amortization 92 104
Auto expenses, gas and
repairs 0 2,132
Bank charges 54 84
Depreciation expense 2,523 1,577
Office expense 258 989
Supplies & Purchases 25,419 40
Subcontract 58,250 3,700
Telephone 0 791
Travel expenses 0 839
Total Operating Expense: $ 86,916 $ 10,256
INCOME (LOSS) FROM OPERATIONS: 1,080 ( 1,188)
OTHER INCOME AND EXPENSES:
Interest Income 0 39
NET INCOME (LOSS) $ 1,080 $ ( 1,149)
NET INCOME (LOSS) PER
SHARE OF COMMON STOCK $ ( .05) $ ( .65)
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
For the Years Ended January 31, 1997 and 1996
Common stock Stockholders
Number of Common stock Equity
shares Amount (Deficit) (Deficit)
<S> <C> <C> <C> <C>
Balance,
February 1, 1995 $ 21,500 $ 5,737 $ 0 $ 5,737
Net (Loss) for the
year ended January,
31, 1996 0 ( 1,149) ( 1,149)
Balance,
January 31, 1996 $ 21,500 $ 5,737 $ ( 1,149) $ 4,588
Net Income (Loss)
for the year ended
January 31, 1997 $ 0 0 1,080 1,080
Balance,
January 31, 1997 $ 21,500 $ 5,737 $ ( 69) $ 5,668
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
STATEMENTS OF CASH FLOWS
For the Years Ended January 31, 1997 and 1996
1997 1996
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> C<>
Net Income (Loss) $ 1,080 $( 1,149)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Amortization 92 101
Depreciation 2,523 1,577
Increase in inventory ( 3,576) (18,132)
Purchase, Fixed Assets 0 ( 182)
Organization Costs 0 ( 459)
Net cash provided (Used) by
Operating activities 119 (18,244)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Loans from stockholder ( 219) 11,150
Net cash provided (Used)
from Investing Activities 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES: 0 0
Net Increase (Decrease)
in cash ( 100) ( 7,094)
CASH BEGINNING OF THE
PERIOD: 455 7,549
CASH END OF THE PERIOD $ 355 $ 455
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND SUMMARY OF ACCOUNTING POLICIES
New world Publishing, Inc. was incorporated in October of 1994.
However the Company was dormant in 1994 and had no business
activity until 1995. The Company was in the wholesale business
of frames, pictures and hobby goods.
Accounting Method
The Company records income and expenses on the accrual
method.
Organization Costs
Costs incurred in organizing the Company are being
amortized over a sixty (60) year period.
Inventory
Inventories are stated at the lower cost or market.
Fixed Assets
Equipment and furniture are recorded at cost.
Depreciation is provided on the straight-line method
over five (5) years. Maintenance and repairs are
charged to expense as incurred.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company maintains its office in the space provided by an
officer of the Company pursuant to an oral agreement on a rent
free basis with reimbursement for out of pocket expenses, such
as telephone. The stockholder of the Company has advanced
monies to the Corporation from inception to January 31, 1997.
As of October 15, 1997, the stockholder has forgiven this loan
of $25,544.00 in full.
NOTE 3 - SUBSEQUENT EVENTS
On October 15, 1997, the Company issued a 500 to 1 forward stock
split for common stock. Thus the total common stock authorized
changed from 50,000 to 100,000,000 shares, and from $1.00 par
value to $0.0001 per share. The Company also authorized
10,000,000 preferred shares with a par value of $0.10 per share.
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principals, which
contemplate continuation of the Company's ability to continue as
a going concern is dependent upon the Company's ability to
obtain financing.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
EXHIBITS
TO
New World Publishing, Inc.
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Page or
NUMBER DESCRIPTION CROSS
REFERENCE
3A Articles of Incorporation
3B Articles of Amendment
3C Bylaws
<PAGE>
<PAGE>
3A
Articles of Incorporation
<PAGE>
ARTICLES OF INCORPORATION
OF
JLQ, INC.
KNOW ALL MEN BY THESE PRESENT, That I, the undersigned, a
resident of the State of Colorado and over the age of eighteen,
desiring to form a corporation under the laws of the State
ofColorado, do hereby make, execute and acknowledge this
certificate in writing of my intention to form a body corporate
and politic under said laws, and declare:
ARTICLE I
The corporate name of this corporation shall be:
JLQ, INC.
ARTICLE II
This corporation shall have perpetual existence.
ARTICLE III
The purpose for which this corporation is organizaed are as
follows:
1. To buy, sell, and to generally deal in the wholesale
distribution of picture frames, equipment, tools and apparatus
of all kinds and descriptions; to render technical services,
equipment and procedures to the picture frame industry, as well
as the photography and craft industry.
2. To engage in any lawful business for which corporations
may be incorporated to the Colorado Corporation Code.
ARTICLE IV
The authorized capital stock of said corporation is 100,000
shares of common stock with a Par value of $1.00, and said stock
shall be fully paid and nonassessable.
ARTICLE V
Cumulative voting shall not be allowed in the election of
directors.
<PAGE>
ARTICLE VI
The shareholders shall have no preemptive right to acquire
additional unissued or treasury shares of the corporation, but,
should the corporation at any time amend these articles to
provide for additional authorized shares, then, and in that
event, the shareholders of the original issue shall have the
preemptive right to maintain their respective equities by
acquiring shares of additional authorization.
ARTICLE VII
The initial registered office of the corporation shall be at
1017 Milky Way, Denver, Colorado 80221, and John B. Quam shall
be the initail registered agent at that address.
ARTICLE VIII
The management and control of the affairs of the corporation
shall be vested in a Board of Directors consisting of three (3)
members, and the following named individuals shall manage the
affairs of the corporation for the first year of its existence,
or until their successors shall be duly elected and qualified,
to-wit:
NAME ADDRESS
Laurie L. Quam 1017 Milky Way
Denver, Colorado 80221
John B. Quam 1017 Milky Way
Denver, Colorado 80221
Mel Kupetz 1017 Milky Way
Denver, Colorado 80221
ARTICLE VIII (A)
The Principal place of business will be 955 E. 58th Ave.,
Suite A, Denver, Colorado 80216 in the County of Adams.
ARTICLE IX
The Board of Directors is expressly authorized to make,
alter, amend, and repeal such by-laws for the management of the
affairs
<PAGE>
of the corporation as to them shall seem proper, necessary, or
desirable, provided such by-laws are not contrary to the laws of
the State of Colorado.
ARTICLE X
Meetings of the stockholders and directors of the corporation
for all purposes may be held at places in the State of Colorado
other than the principal office of the corporation as herein
designated, and such meetings may be held outside the State of
Colorado at such places as may from time to time be designated
by the by-laws or by resolution of the Board of Directors.
IN WITNESS WHEREOF, I, the undersigned incorporator, have
hereunto set may hand and seal 27th day of October, 1994.
///JOHN B. QUAM///
John B. Quam
1017 Milky Way
Denver, Colorado 80221
<PAGE>
<PAGE>
Before me, a Notary Public in and for the City and county of
Denver, State of Colorado, personally appeared John B. Quam,
known to me to be the person whose name is annexed to the
foregoing Articles of Incorporation, and acknowledge that he
made and signed said certificate in writing as his free and
voluntary act and deed for the uses and purposes therein set
forth.
Subscribed and sworn to before me this 27th day of October,
1994. My commission expires 8/18/98.
(SEAL) ///SIGNED///
Notary Public
<PAGE>
<PAGE>
3B
Articles of Amendment
<PAGE>
<PAGE>
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
JLQ, INC.
Pursuant to the provisions of the Colorado Business
Corporation Act, the undersigned Corporation adopts the
following amended and restated Articles of Incorporation. These
articles correctly set forth the provisions of the Articles of
Incorporation, as amended, and supersede the original Articles
of Incorporation and all amendments thereto.
ARTICLE I
NAME
The name of the Corporation shall be NEW WORLD PUBLISHING,
INC.
ARTICLE II
MANNER OF ADOPTION
The following amended and restated Articles of Incorporation
were adopted on October 15, 1997. The amended and restated
Articles of Incorporation were adopted by the Directors of the
Corporation and approved by the Shareholders of the Corporation
as of such date.
ARTICLE III
AUTHORIZED SHARES
Section 1: NUMBER. The aggregate number of shares which the
Corporation shall have authority to issue is One Hundred Million
(100,000,000) Common Shares of one class, with unlimited voting
rights, all with a par value of $0.0001 per share, and Ten
Million (10,000,000) Preferred Shares, all with a par value of
$0.10 per share, to have such classes and preferences as the
Board of Directors may determine from time to time.
Section 2: DIVIDENDS. Dividends in cash, property or shares
of the Corporation may be paid upon the stock, as and when
declared by the Board of Directors, out of funds of the
Corporation to the extent and in the manner permitted by law.
<PAGE>
ARTICLE IV
PREEMPTIVE RIGHTS
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.
ARTICLE V
CUMULATIVE VOTING
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.
ARTICLE VI
PROVISIONS FOR REGULATION OF THE
INTERNAL CORPORATE AFFAIRS
The following provisions are inserted for the management of
the business and for the regulation of the internal affairs of
the Corporation, and the same are in furtherance of and not in
limitation or exclusion of the powers conferred by law.
Section 1: BYLAWS. The Board of Directors shall have the
power to adopt, alter, amend or repeal, from time to time, such
Bylaws as it deems proper for the management of the affairs of
the Corporation, according to these Articles and the laws in
such cases made and provided.
Section 2: EXECUTIVE COMMITTEE. The Bylaws may provide for
designation by the Board of Directors of an Executive Committee
and one or more other committees, the personnel and authority of
which and the other provisions relating to which shall be as may
be set forth in the Bylaws.
Section 3: PLACE OF MEETINGS. Both Stockholders' and
Directors' meetings may be held either within or without the
State of Colorado, as may be provided in the Bylaws.
Section 4: COMPENSATION TO DIRECTORS. The Board of
Directors is authorized to make provisions for reasonable
compensation to its members for their services as Directors. Any
Director of the Corporation may also serve the Corporation in
any other capacity and receive compensation therefor in any
form.
<PAGE>
Section 5: CONFLICTS OF INTEREST. No contract or other
transaction of the Corporation with any other person, firm or
corporation, or in which this Corporation is interested, shall
be affected or invalidated solely by: (a) the fact that any one
or more of the Directors or Officers of this Corporation is
interested in or is a director or officer of another
corporation; or (b) the fact that any Director or Officer,
individually or jointly with others, may be a party to or may be
interested in any such contract or transaction.
Section 6: REGISTERED OWNER OF STOCK. The Corporation shall
be entitled to treat the registered holder of any shares of the
Corporation as the owner thereof for all purposes, including all
rights deriving from such shares, on the part of any other
person, including, but not limited to, a purchaser, assignee or
transferee of such shares or rights deriving from such shares,
unless and until such purchaser, assignee, transferee or other
person becomes the registered holder of such shares, whether or
not the Corporation shall have either actual or constructive
notice of the interest of such purchaser, assignee, transferee
or other person. The purchaser, assignee or transferee of any
of the shares of the Corporation shall not be entitled to: (a)
receive notice of the meetings of the Shareholders; (b) vote at
such meetings; <copyright> examine a list of the Shareholders;
(d) be paid dividends or other sums payable to Shareholders, or
(e) own, enjoy or exercise any other property or rights deriving
from such shares against the Corporation, until such purchaser,
assignee or transferee has become the registered holder of such
shares.
Section 7: CONDUCT OF BUSINESS. The Corporation may conduct
part or all of its business, not only in the State of Colorado,
but also in every other state of the United States and the
District of Columbia, and in any territory, district and
possession of the United States, and in any foreign country, and
the Corporation may qualify to do business in any of such
locations and appoint an agent for service of process therein.
The Corporation may hold, purchase, mortgage, lease and convey
real and personal property in any of such locations. Part or
all of the business of the Corporation may be carried on beyond
the limits of the State of Colorado, and the Corporation may
have one or more offices out of the State of Colorado.
Section 8: VOTE OF THE SHAREHOLDERS. 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>
Section 9: QUORUM FOR VOTING. A quorum of Shareholders for
any matter to come before any meeting of Shareholders of the
Corporation shall consist of a majority of the issued and
outstanding shares entitled to vote on the matter.
Section 10: RESTRICTIONS ON STOCK. The Directors shall have
the right, from time to time, to impose restrictions or to enter
into agreements on behalf of the Corporation imposing
restrictions on the transfer of all or a portion of the
Corporation's shares, provided that no restrictions shall be
imposed on the transfer of shares outstanding at the time the
restrictions are adopted unless the holder of such shares
consents to the restrictions.
Section 11: INDEMNIFICATION OF DIRECTORS. 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 respect to any liability that would have
accrued, but for this limitation of liability, prior to such
repeal or modification.
Section 12: INDEMNIFICATION. 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,
<PAGE>
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.
ARTICLE VII
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the
Corporation is Penthouse Suite, 8400 E. Prentice Ave.,
Englewood, Colorado 80111, and the name of the registered agent
at such address is Corporate Filing Corp. The books of accounts,
records, documents and other papers may be kept at the
registered office of the Corporation or at such other place as
may be determined by the Board of Directors.
ARTICLE VIII
INITIAL PRINCIPAL OFFICE
The address of the initial principal office of the
Corporation is 1977 S. Vivian Street, Lakewood, Colorado 80228.
The principal office of the Corporation may be relocated to such
other place or places from time to time as may be determined by
the Board of Directors.
DATED this 15th day of October, 1997.
JLQ, INC.
By: ///SIGNED///
John B. Quam
President
CONSENT OF REGISTERED AGENT
The Undersigned hereby consents to the appointment as the
Registered Agent of JLQ, INC., a Colorado Corporation.
Corporate Filing Corp.
By ///SIGNED///
Authorized Officer
<PAGE>
3C
Bylaws
<PAGE>
<PAGE>
BYLAWS
OF
NEW WORLD PUBLISHING, INC.
ARTICLE I
OFFICES
The principal office of the Corporation shall initially be
located at 1977 S. Vivian Street, Lakewood, Colorado 80228. 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 Penthouse Suite, 8400 E. Prentice Ave., Englewood,
Colorado 80111 and the registered agent shall be Corporate
Filing Corp. 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.
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
<PAGE>
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 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,
<PAGE>
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
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
<PAGE>
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.
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
<PAGE>
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
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.
<PAGE>
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
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
<PAGE>
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 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
<PAGE>
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.
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
<PAGE>
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
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.
<PAGE>
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.
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
<PAGE>
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 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.
<PAGE>
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;
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
<PAGE>
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 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
<PAGE>
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.
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,
<PAGE>
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 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.
<PAGE>
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.
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 cancelled 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
<PAGE>
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 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 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
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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.
