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:
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
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>
<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 additionalj 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.
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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.
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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
<PAGE>
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.
