<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 98-0208402
- ---------------------------------- -------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
1177 WEST HASTINGS STREET, #1818, VANCOUVER BC, CANADA V6E 2K3
- ------------------------------------------------------ -------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone Number, including area code (604) 602-1717
------------------------
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
<S> <C>
Common Stock, $0.0001 Par Value OTC Bulletin Board
- ------------------------------------------------------------------ -----------------------------------
- ------------------------------------------------------------------ -----------------------------------
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF BUSINESS
(a) DEVELOPMENT OF BUSINESS
Bullet Environmental Technologies, Inc. (the "Company" or
"Registrant") was originally incorporated under the laws of the State of
Delaware on December 18, 1997 under the name of "Innovin Development
Corporation." The Company merged with Innovin, Inc., a Colorado corporation
effective March 5, 1998 with the Company as the surviving corporation. On March
5, 1998, the Company amended its Certificate of Incorporation to change its name
to, "Anglo-Sierra Resources Corp." On March 15, 1999, the Company again amended
its Certificate of Incorporation in order to, among other things, change its
name to, "Bullet Environmental Technologies, Inc."
(b) BUSINESS OF REGISTRANT
Registrant is not presently engaged in any business, although it has
entered into a non-binding letter of intent to acquire a company in the
financial services business. Since its formation, Registrant has explored
entering into various businesses but has not commenced operations in any
business. The particular businesses explored are:
- From December 18, 1997 until March 5, 1998, Registrant
explored the possibility of developing and constructing
wineries;
- From March 5, 1998 through February 26, 1999, Registrant
intended to develop mining properties. Two mining
properties in British Columbia, Canada were acquired.
However, operation of these properties never commenced
and the Company disposed of the properties on February
26, 1999.
- In March 1999, Registrant explored developing waste and
sewage treatment systems. On March 25, 1999, it acquired
a license to utilize certain potential waste treatment
technology utilizing the trade name "Bullet". No
significant operations were commenced and the license to
use the Bullet technology has since been cancelled.
- In May 1999, Registrant entered into a non-binding
letter of intent to acquire a broker-dealer. That
transaction was subsequently terminated.
(c) REPORTS TO SECURITIES HOLDERS
Registrant does not currently file reports with the Securities and
Exchange Commission ("SEC"). Registrant expects to prepare and provide annual
reports to its security holders after registration hereunder.
A copy of the materials filed by the Registrant with the SEC may be
obtained and copied at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Information on the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at the site
http://www.sec.gov.
<PAGE> 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
(a) PLAN OF OPERATION. Registrant's plan of operation is to acquire
a financial services company which currently offers a limited group of products
and expand the operations to create a company providing diversified business
services, including financial research, investment banking, money management,
and securities brokerage. In marketing these services, Registrant intends to
focus on emerging and high-growth companies. In this regard, Registrant has
entered into a non-binding letter of intent with Somerset Financial Partners,
Inc. ("Somerset"), the parent company of a wholly-owned registered broker-dealer
and member of the NASD. The transaction with Somerset is subject to the parties
agreement on final economic terms and definitive contracts, completion of due
diligence, and regulatory approvals. If that transaction is not completed,
Registrant intends to explore the acquisition of other financial services
companies.
Registrant anticipates that additional capital of $5,000,000 will be
necessary to acquire Somerset and for operations during the twelve months
following acquisition. Registrant plans to raise the necessary capital through a
private placement of common stock.
Registrant has no specific plans regarding sales of plant or
significant equipment, or for significant changes in the number of employees.
ITEM 3. DESCRIPTION OF PROPERTY
Registrant has no material assets except for cash in the amount of
$20,400. Registrant has no office facilities or real property holdings.
Registrant currently rents office space in Vancouver, British Columbia.
ITEM 4. SECURITY OWNERSHIP OF BENEFICIAL OWNERS
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following
table provides information regarding record owners of at least five percent of
the outstanding common stock of the Company. The Company is not aware of any
persons who beneficially own five percent or more of its outstanding common
stock:
<TABLE>
<CAPTION>
Number of Shares Owned
Title of Class Name and Address as of July 1, 1999 % of Class
- -------------- ---------------- ------------------ ----------
<S> <C> <C> <C>
Common Cede & Co. 140,728 6.54
Box 20
Bowling Green Station
New York, NY 10274
Common Affaires Financiales S.A. 200,000 9.30
c/o Eugen Curti
Seestrasse 5 CH-8002
Zurich, Switzerland
</TABLE>
3
<PAGE> 4
No options, warrants, or conversion rights exist which would provide
the above shareholders, or any other persons, with beneficial ownership of the
Company.
(b) The Company's sole director and officer does not own any shares
of the Company's common stock.
(c) No arrangements presently exist which would result in a change
in control of the Company.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
(a) The current sole director and officer of Registrant, who will
serve until the Registrant's next annual meeting, or until his successors are
elected or appointed and qualified, is as follows:
<TABLE>
<CAPTION>
Name Age Yr. Elected Office Held
- ---- --- ----------- -----------
<S> <C> <C> <C>
G.W. Norman Wareham 46 1999 President, Treasurer,
and Secretary
</TABLE>
G.W. Norman Wareham - Mr. Wareham was appointed the sole director of the Company
on March 26, 1999. Mr. Wareham has served, or is currently serving, on the board
of directors or as an officer for several companies including ZMAX Corporation,
Aquaplan, British Brasses, Solar Energy, Viper Resources and WattMonitor. Mr.
Wareham has been the president of Wareham Management Ltd. since May 1996. Mr.
Wareham has been a director of two Canadian public companies, Anthian Resources
and Orko Gold. From June 1995 to January 1996, Mr. Wareham was an accountant
with the certified general accounting firm of Wanzel, Sigmund & Overes. From
April 1993 to February 1995, Mr. Wareham served as President and Chief Executive
Officer of Transatlantic Financial, a private investment banking company. From
August 1986 to March 1993, Mr. Wareham was a proprietor of Wareham & Company,
providing accounting and management consulting services.
(b) Registrant has no other officers or employees.
(c) Given that Registrant has only one director and officer, no
family relationships between such positions exists.
(d) No legal proceedings have been instituted in the previous five
years against the sole director and officer of Registrant, Mr. G.W. Norman
Wareham. Registrant has no knowledge of any legal proceedings against any
predecessor director, officer, or promoter of Registrant.
ITEM 6. EXECUTIVE COMPENSATION
(a) GENERAL. The officers and directors of Registrant are paid based
upon the fair market value of the services they provide to the Company, as
authorized by its board of directors. No regular salary, bonus, stock option
plan, stock appreciation rights, stock incentive plan, or other compensation or
perquisites have been implemented by Registrant. Amounts paid to the officers
and directors are further detailed in subsection (b) below.
4
<PAGE> 5
(b) SUMMARY COMPENSATION TABLE. The following table sets forth
certain summary information concerning the compensation paid to the President
and certain former directors for the fiscal year ended February 28, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Principal Position Fiscal Salary Bonus Other Compensation
--------------------------- ------ ------ ----- ------------------
Year Paid
---------
<S> <C> <C> <C> <C>
G.W. Norman Wareham, President and Sole Director N/A 0 0 0
Tim Coupland, Former President and Director 1999 0 0 $79,525*
Troy Adams, Former Director 1999 0 0 $4,930*
Rick Clemens, Former Director 1999 0 0 $5,016*
</TABLE>
* These amounts represent management fees paid to the directors by
the Registrant in consideration of services rendered by the directors.
(c) OPTION/SAR GRANTS. Registrant has not granted any options or
stock appreciation rights during the last fiscal year.
(d) AGGREGATE OPTION/SAR EXERCISES. No stock options or stock
appreciation rights have been exercised in the last fiscal year.
(e) LONG TERM INCENTIVE PLAN AWARDS. No long term incentive plans
have been awarded by Registrant.
(f) COMPENSATION OF DIRECTORS. Registrant's directors are
compensated based upon the fair market value of the services provided by such
director to the Company, as approved by the board of directors from time to
time. All compensation paid to the directors during the last fiscal year is
detailed in subsection (b) above.
(g) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT. No
employment contract has been entered between Registrant and its president and
sole director, Mr. G.W. Norman Wareham. No compensation plan or arrangement
exists which provide for compensation in the event of a termination or
resignation of the Registrant's president.
(h) REPORT ON REPRICING OF OPTIONS/SARs. No options or stock
appreciation rights have been granted by Registrant.
5
<PAGE> 6
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 26, 1999, the Company entered into an Assignment and
Assumption Agreement ("Assignment Agreement") with Mr. Tim Coupland. Mr.
Coupland had served as a promoter of the Company, and at the time of the
Assignment Agreement, was the president and a director of the Company. Pursuant
to the Assignment Agreement, all of the assets of the Company, consisting
primarily of two mining properties, were assigned to Mr. Coupland, and Mr.
Coupland assumed all of the Company's liabilities and obligations as of January
31, 1999. The Assignment Agreement, and the transaction to which it referred,
were ratified and approved by the written consent of a majority of the
shareholders of the Company.
The promoters of the Company were Mr. Tim Coupland and Mr. John
Hromyk who provided services to Registrant in exchange for shares of the
Registrant's stock.
ITEM 8. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Registrant, its
director, or its officer are a party. The Registrant has no knowledge of any
pending legal proceedings to which those parties owning 5% of the Registrant are
a party. No legal proceedings are known to the Registrant to be contemplated, or
threatened by or against it.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the OTC Bulletin Board
under the symbol, "BLLE". The approximate number of holders of the Company's
common stock as of July 1, 1999 is 52. The approximate number of shares of the
Company's common stock outstanding is 2,150,422.
The following table sets forth for the periods indicated the high
and low bid prices for the common stock as reported each quarterly period within
the last two fiscal years on the OTC Bulletin Board. The prices are
inter-dealer prices, do not include retail mark up, mark down or commission and
may not necessarily represent actual transactions.
OTC BULLETIN BOARD
<TABLE>
<CAPTION>
FISCAL QUARTER HIGH LOW
- -------------- ---- ---
<S> <C> <C>
2/24/99**-2/28/99............................................................ 6 1/4 3 1/8
3/1/99-5/30/99............................................................... 7 1/4
6/01/99-7/8/99............................................................... 9 9/16 5
</TABLE>
**Registrant's stock began trading on February 24, 1999.
During the last two years, no dividends have been paid on the
Company's stock and the Company does not anticipate paying any cash dividends in
the foreseeable future. Although it is the Company's intention to utilize all
available funds for the development of the Company's business, no restrictions
are in place which would limit or restrict the ability of the Company to pay
dividends.
6
<PAGE> 7
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
(a) Registrant has made the following sales of unregistered common
stock since its organization on December 18, 1997. All denominations are in U.S.
Dollars unless otherwise noted. The symbol "CDN" denotes Canadian Dollars.
<TABLE>
<CAPTION>
Date
Of Issue Title Purchaser Shares Sold Consideration Currency Exemption
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1/12/98 Common Bona Vista West Ltd 60,000* $300 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/5/98 Common Innovin, Inc. shareholders 43,511* Shares of Regulation D
pursuant to Articles Innovin, Inc.
of Merger
- ---------------------------------------------------------------------------------------------------------------------------------
Mining property located in Regulation D
3/10/98 Common Bert Lavalle 12,000* British Columbia, Canada
- ---------------------------------------------------------------------------------------------------------------------------------
10/1/98 Common Natalie Thibeault 400* $5,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
10/1/98 Common Chris Wesolowski 200* $2,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
10/1/98 Common John Ferrier 2,100* $26,250 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
10/1/98 Common Corrine Johnson 400* $5,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
10/1/98 Common James Drangsbolt 200* $2,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
10/1/98 Common Mae Chow 200* $2,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
10/1/98 Common Wail Ichtay 200* $2,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
10/1/98 Common Ryan Belchamber 200* $2,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
10/1/98 Common Vance Belchamber 200* $2,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
10/28/98 Common Troy Adams 1,400* $17,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
11/1/98 Common Koos Dykstra 1,000* $12,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
11/1/98 Common Chris Wesolowski 624* $7,800 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
11/1/98 Common Sue Adams 2,700* $33,750 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
Mining property located in Regulation D
11/24/98 Common David Javorsky 16,000* British Columbia, Canada
- ---------------------------------------------------------------------------------------------------------------------------------
12/1/98 Common Michael Gaber 800* $10,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
12/21/98 Common Joe Vass 800* $10,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
12/21/98 Common Mike Belchamber 800* $10,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
12/21/98 Common Ryan Belchamber 200* $2,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
12/21/98 Common Vance Belchamber 200* $2,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
Landuction Consulting Ltd/Chet
12/21/98 Common Gilmore 200* $2,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
12/21/98 Common Bud Patriquin 240* $3,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
12/21/98 Common David Novy 600* $7,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
12/30/98 Common David Boychuk 400* $5,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
12/30/98 Common John Martin 400* $5,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
12/30/98 Common Tamiko Foreman 800* $10,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
11/15/98 Common Gordon Jangula 500* $6,250 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
11/15/98 Common Jeremy T. Brennan 500* $6,250 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
11/15/98 Common Tamiko Foreman 800* $10,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
11/15/98 Common Douglas Coupland 400* $5,000 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
11/15/98 Common Ted Gaulton 1,000* $12,500 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
11/15/98 Common John Vallier 500* $6,250 CDN Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/25/99 Common Century Capital 784,009** Assignment of Century
Management Ltd Capital's License in the Regulation D
"Bullet" waste treatment
technology
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Affaires Financiers 200,000 $10,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Holger Timm 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Cesare Bette 50,000 $2,500 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Patrick Ramelet 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Euroswiss Securities 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Harpings Management 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Rahn & Bodmer 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Value Invest Ltd. 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Lilydale Finance Inc. 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Noble Trading Ltd. 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Ecorum Limited 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Fegu Finance Inc. 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Jean T. Nasraliah 50,000 $2,500 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Alia Holdings 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Cayman Island Securities 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Adana Finance Ltd. 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Arendal Investments 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Haliun Hongorzul 50,000 $2,500 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common MFC Merchant Bank 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common Signature Financial 50,000 $2,500 Regulation D
Corporation
- ---------------------------------------------------------------------------------------------------------------------------------
3/26/99 Common First Capital Invest Corp. 100,000 $5,000 Regulation D
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Adjusted for 50:1 reverse stock split which occurred on March 15, 1999.
** These shares were subsequently returned to Registrant upon cancellation of
the assignment of the "Bullet" technology.
8
<PAGE> 9
ITEM 11. DESCRIPTION OF SECURITIES
Registrant is authorized by its Certificate of Incorporation to
issue 30,000,000 shares of common stock, par value $0.0001 per share.
All shares of stock, when issued, are to be fully paid and
non-assessable. All shares of Registrant's common stock are entitled to one vote
at any shareholders meeting or other authorized vote of the shareholders. All
shares of Registrant's common stock are equal to one another with respect to
dividends and liquidation rights. Holders of Registrant's common stock are
entitled to receive such dividend amount or amounts as may be declared by the
Board of Directors out of funds legally available for dividends, and upon
liquidation, are entitled to participate pro-rata in a distribution of assets
available for such distribution to shareholders. There are no conversion,
pre-emptive, option, or subscription privileges with respect to any shares.
Registrant's common stock does not have cumulative voting rights which means
that the holder of more than 50% of the shares voting for the election of
directors may elect all of the directors if they choose to do so.
Reference is made to the Certificate of Incorporation, as amended,
and the By-Laws of the Company as well as to the applicable statutes of the
State of Delaware for additional details on the rights, privileges, and
liabilities of holders of the Company's stock.
ITEM 12. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Certificate of Incorporation limits the directors'
liability to the Company, its stockholders, or other security holders of the
Company for monetary damages resulting from any breach of fiduciary duty. This
limitation of liability applies for all breaches of fiduciary duty unless such
breach was due to a breach of the duty of the director's loyalty, acts or
omissions not in good faith, certain acts specified by Delaware law, or a
transaction for the director's personal benefit.
The Certificate of Incorporation also provides for the
indemnification of the directors and officers of the Company. Officers and
directors of the Company are indemnified pursuant to the Certificate of
Incorporation against personal liability resulting from any tort committed by an
employee of the Company, unless the officer or director was personally involved
in the injury, or unless such officer or director committed a criminal act. The
Certificate of Incorporation further empowers the Company to indemnify its
officers and directors to the fullest extent provided by law.
Section 145 of the Delaware General Corporation Law allows Delaware
corporations to indemnify their officers, directors, employees and agents and
may effect the Registrant's officers and directors liability.
ITEM 13. FINANCIAL STATEMENTS
Registrant's financial statements, as indexed in Item 15 below, are
attached to this registration statement and incorporated herein by reference.
9
<PAGE> 10
ITEM 14. CHANGES IN ACCOUNTING AND FINANCIAL DISCLOSURE
Registrant did not have any disagreements on accounting or financial
disclosures with its principal independent accountant during the previous two
years.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
The following documents are attached hereto and incorporated herein
by reference.
A. FINANCIAL STATEMENTS
F-1 Audited Financial Statements as of February
28, 1999, including audited balance sheet,
and audited statements of income, cash flows,
and changes in stockholders' equity.
F-2 Unaudited Financial Statements as of May 31,
1999, including unaudited balance sheet, and
related statements of income and cash flows.
B. EXHIBITS
3(i)(a) Certificate of Incorporation of Registrant.
(b) Amendment to Certificate of Incorporation
dated February 20, 1998.
(c) Certificate of Amendment of Certificate of
Incorporation dated March 15, 1998.
3(ii) Bylaws of Registrant.
[Signature page follows.]
10
<PAGE> 11
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.,
A Delaware Corporation
Date July 20, 1999 By : /s/
------------- --------------------
G.W. Norman Wareham,
President
11
<PAGE> 12
ANGLO-SIERRA RESOURCES CORP.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS)
FEBRUARY 28, 1999
<PAGE> 13
A Partnership of Incorporated Professionals
DAVIDSON & COMPANY______________Chartered Accountants___________________________
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of
Anglo-Sierra Resources Corp.
(An Exploration Stage Company)
We have audited the balance sheets of Anglo-Sierra Resources Corp. as at
February 28, 1999 and 1998 and the statements of operations, changes in
shareholders' equity and cash flows for the year ended February 28, 1999, the
period from incorporation on December 18, 1997 to February 28, 1998 and
cumulative amounts for the period from December 18, 1997 to February 28, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at February 28, 1999 and 1998
and the results of its operations, changes in its shareholders' equity and cash
flows for the year ended February 28, 1999, the period from incorporation on
December 18, 1997 to February 28, 1998 and cumulative amounts for the period
from December 18, 1997 to February 28, 1999 in accordance with generally
accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming that
Anglo-Sierra Resources Corp. will continue as a going concern. As discussed in
Note 2 to the financial statements, unless the Company attains further
profitable operations and/or obtains additional financing, there is substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regards to these matters are discussed in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
"DAVIDSON & COMPANY"
Vancouver, Canada Chartered Accountants
March 30, 1999
<TABLE>
<CAPTION>
A Member of Accounting Group International
==========================================
<S> <C>
Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
</TABLE>
<PAGE> 14
ANGLO-SIERRA RESOURCES CORP.
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
AS AT FEBRUARY 28
<TABLE>
<CAPTION>
================================================================================================================
1999 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents $ 327 $ -
INCORPORATION COSTS (Note 5) - 5,089
INVESTMENT - 175
-------------- --------------
$ 327 $ 5,264
================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 1,658 $ 1,405
Due to related party (Note 7) 328
-------------- --------------
1,986 1,405
-------------- --------------
SHAREHOLDERS' EQUITY
Capital stock
Authorized
30,000,000 common shares, par value of $0.0001
5,000,000 preference shares, par value of $0.0001
Issued
7,523,756 common shares (1998 - 5,175,556 common shares) 752 518
Additional paid-in capital 310,547 4,967
Deficit accumulated during the exploration stage (312,958) (1,626)
-------------- --------------
(1,659) 3,859
-------------- --------------
$ 327 $ 5,264
================================================================================================================
</TABLE>
HISTORY AND ORGANIZATION OF THE COMPANY (Note 1)
SUBSEQUENT EVENTS (10)
ON BEHALF OF THE BOARD:
/s/ Director
- ---------------------------------------
The accompanying notes are an integral part of these financial statements.
<PAGE> 15
ANGLO-SIERRA RESOURCES CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
=====================================================================================================
Cumulative
From
Incorporation Period From
on Incorporation
December 18, on December
1997 to Year Ended 18, 1997 to
February 28, February 28, February 28,
1999 1999 1998
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
EXPENSES
Amortization of incorporation costs $ 5,310 $ 5,089 $ 221
Bank charges 146 146 -
Consulting fees 14,616 14,616 -
Foreign exchange gain (3,260) (3,260) -
Management fees 84,455 84,455 -
Office and miscellaneous 12,346 12,346 -
Printing 2,424 2,424 -
Professional fees 18,948 17,543 1,405
Transfer agent and registrar 11,021 11,021 -
Travel 5,930 5,930 -
Write-off of resource properties (Note 6) 160,847 160,847 -
-------------- -------------- --------------
LOSS BEFORE OTHER ITEMS (312,783) (311,157) (1,626)
-------------- -------------- --------------
OTHER ITEMS
Write-off of investments (175) (175) -
-------------- -------------- --------------
(175) (175) -
-------------- -------------- --------------
LOSS FOR THE PERIOD $ (312,958) $ (311,332) $ (1,626)
=====================================================================================================
LOSS PER SHARE $ (0.05) $ (0.01)
=====================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 16
ANGLO-SIERRA RESOURCES CORP.
(An Exploration Stage Company)
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in United States Dollars)
PERIOD FROM INCORPORATION ON DECEMBER 18, 1997 TO FEBRUARY 28, 1999
<TABLE>
<CAPTION>
=========================================================================================================================
Deficit
Accumulated
Number of Additional During the
Common Paid-in Exploration
Shares Amount Capital Stage Total
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INCEPTION, DECEMBER 18, 1997 - $ - $ - $ - $ -
Shares issued for cash 3,000,100 500 4,810 - 5,310
Share exchange with Innovin Inc. (Note 4) 2,175,456 18 157 - 175
Loss for the period - - - (1,626) (1,626)
------------ ------------ ------------ ------------ ------------
BALANCE AT FEBRUARY 28, 1998 5,175,556 518 4,967 (1,626) 3,859
Shares issued for resource
properties (Note 6) 1,400,000 140 151,042 - 151,182
Shares issued for cash 948,200 94 154,538 - 154,632
Loss for the period - - - (311,332) (311,332)
------------ ------------ ------------ ------------ ------------
BALANCE AT FEBRUARY 28, 1999 7,523,756 $ 752 $ 310,547 $ (312,958) $ (1,659)
=========================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 17
ANGLO-SIERRA RESOURCES CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
==============================================================================================================================
Cumulative
From
Incorporation Period From
on Incorporation
December 18, on December
1997 to Year Ended 18, 1997 to
February 28, February 28, February 28,
1999 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (312,958) $ (311,332) $ (1,626)
Adjustments to reconcile loss to net cash
used in operating activities:
Amortization of incorporation costs 5,310 5,089 221
Write-off of resource properties 160,847 160,847 -
Write-off of investment 175 175 -
Changes in other operating assets and liabilities
Increase in accounts payable 1,658 253 1,405
Increase in due to related party 328 328 -
-------------- ------------- -------------
Net cash used in operating activities (144,640) (144,640) -
-------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures on incorporation costs (5,310) - (5,310)
Acquisition of resource property (9,665) (9,665) -
-------------- ------------- -------------
Net cash used in investing activities (14,975) (9,665) (5,310)
-------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITY
Issuance of capital stock for cash 159,942 154,632 5,310
-------------- ------------- -------------
CHANGE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD 327 327 -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - - -
-------------- ------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 327 $ 327 $ -
==============================================================================================================================
CASH PAID DURING THE YEAR FOR:
Interest expense $ - $ - $ -
Income taxes - - -
==============================================================================================================================
</TABLE>
SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING AND INVESTING
ACTIVITIES (Note 8)
The accompanying notes are an integral part of these financial statements.
<PAGE> 18
ANGLO-SIERRA RESOURCES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 1999
================================================================================
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated in Delaware on December 18, 1997 and is in
the exploration stage. On March 5, 1998, the Company changed its name
from Innovin Development Corporation to Anglo-Sierra Resources Corp.
Activities from incorporation to February 28, 1999 include organization
of the Company and the raising of equity capital.
These financial statements have been prepared on a going concern basis
which assumes that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business for the
foreseeable future. The continuing operations of the Company are
dependent upon its ability to raise adequate financing and achieve
profitable operations in the future.
2. GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the company has no current source
of revenue. Without realization of additional capital, it would be
unlikely for the Company to continue as a going concern. It is
management's plan to seek additional capital through a private placement.
<TABLE>
<CAPTION>
================================================================================
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Deficit accumulated during the exploration stage $ (312,958) $ (1,626)
Working capital deficiency (1,659) (1,405)
================================================================================
</TABLE>
3. SIGNIFICANT ACCOUNTING POLICIES
INCORPORATION COSTS
Incorporation costs are carried at cost less accumulated amortization
calculated over sixty months on a straight-line basis. During the current
year, the Company charged to operations the remaining unamortized
incorporation costs (Note 5).
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments with original
maturities of three months or less. These are recorded at cost which
approximates market.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
<PAGE> 19
ANGLO-SIERRA RESOURCES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 1999
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents,
accounts payable and accrued liabilities, and due to related party.
Unless otherwise noted, it is management's opinion that the Company is
not exposed to significant interest, currency or credit risks arising
from these financial instruments. The fair value of these financial
instruments approximate their carrying values, unless otherwise noted.
FOREIGN CURRENCY TRANSLATION
Transaction amounts denominated in foreign currencies are translated into
United States currency at exchange rates prevailing at transactions
dates. Carrying values of monetary assets and liabilities are adjusted at
each balance sheet date to reflect the exchange rate at that date. Gains
and losses from restatement of foreign currency monetary assets and
liabilities are included in income.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133") which establishes
accounting an reporting standards for derivative instruments and for
hedging activities. SFAS 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. The Company does not
anticipate that the adoption of the statement will have a significant
impact on its financial statements.
RESOURCE PROPERTIES
Exploration costs are charged to expense as incurred. After a project is
determined by management to be commercially feasible, such costs are
capitalized. Expenditures for mine development are capitalized until
production reaches a commercial level. Prior to achieving commercial
production, revenues relating to development ore, net of mining and
processing costs associated with its production, are applied to mine
development costs. Mine development costs incurred to access reserves on
producing mines are also capitalized.
Mining projects and properties are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of
these assets may not be recoverable. Events or circumstances that may
indicate that the carrying amount may not be recoverable include a
significant decrease in current or forward commodity prices, a
significant reduction in estimates of proven and probable reserves, and
significant increases in operating costs, capital requirements or
reclamation costs. If estimated future cash flows expected to result from
the use of the mining project or property and its eventual disposition
are less than the carrying amount of the mining project or property, an
impairment is recognized based upon the estimated fair value of the
mining project or property. Fair value generally is based on the present
value of estimated future net cash flows for each mining project or
property, considering estimates of proven and probable mineable reserves,
future prices, operating costs, capital requirements and reclamation
costs.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes".
A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expenses (benefit) results from the net
change during the year of deferred tax assets and liabilities.
<PAGE> 20
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.
<PAGE> 21
ANGLO-SIERRA RESOURCES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 1999
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
REPORTING ON COSTS OF START-UP ACTIVITIES
In April 1998, the American Institute of Certified Public Accountant's
issued Statement of Position 98-5 "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5") which provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred.
SOP 98-5 is effective for fiscal years beginning after December 15, 1998
with initial adoption reported as the cumulative effect of a change in
accounting principle. The Company does not anticipate that the statement
will have a significant impact on its future financial statements.
LOSS PER SHARE
Loss per share is computed based on the weighted average number of common
shares and common stock equivalents outstanding during each period,
unless the common stock equivalents are anti-dilutive. For the year ended
February 28, 1999 and the period from incorporation on December 18, 1997
to February 28, 1998, the weighted average number of common shares
outstanding were 6,148,117 and 4,144,149, respectively.
4. SHARE EXCHANGE
On January 9, 1998, the Company merged with Innovin Inc. ("Innovin") by
issuing 2,175,456 common shares of the Company for all of the 2,175,456
issued and outstanding common shares of Innovin. Innovin held as its
principal asset 175,456 Series K common shares of STB Corp. Innovin
acquired the shares of STB Corp. by exchanging 175,456 of its own common
shares for the Series K common shares of STB Corp. Innovin ceased to
exist on January 9, 1998.
For accounting purposes, the share exchange is accounted for as a pooling
of interests by combining the net book values of the assets, liabilities
and shareholders' equity of the involved companies. The Share Exchange
does not result in a revaluation of the net assets and liabilities of the
involved companies since there is no overall change in control of the
companies involved.
These financial statements are based on the assumption that the companies
were combined for the period since incorporation of the Company on
December 18, 1997 to February 28, 1998.
Summarized results of operations of the separate companies for the period
from December 18, 1997 through January 9, 1998, the date of acquisition,
are as follows:
<TABLE>
<CAPTION>
================================================================================
Anglo-Sierra
Resources
Corp. Innovin Inc.
- --------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ - $ -
Net loss for the period - -
================================================================================
</TABLE>
<PAGE> 22
ANGLO-SIERRA RESOURCES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 1999
<TABLE>
<CAPTION>
=============================================================================================================
4. SHARE EXCHANGE (cont'd.....)
The summarized assets and liabilities of the separate companies on January 9, 1998, the date of
acquisition, were as follows:
======================================================================================================
Anglo-Sierra
Resources
Corp. Innovin Inc.
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Incorporation costs $ 2,545 $ 2,544
Investment - 175
Current liabilities - -
======================================================================================================
5. INCORPORATION COSTS
======================================================================================================
1999 1998
------------------------------------------------------------------------------------------------------
Incorporation costs $ 5,310 $ 5,310
Less: accumulated amortization (5,310) (221)
------------ ------------
$ - $ 5,089
======================================================================================================
During the year ended February 28, 1999, management of the Company determined that incorporation costs
provided no future economic benefits and all unamortized incorporation costs were charged to
operations.
6. RESOURCE PROPERTIES
======================================================================================================
1999 1998
------------------------------------------------------------------------------------------------------
Gray Copper Property, British Columbia $ 21,182 $ -
North Trout Creek Property, British Columbia 139,665 -
------------ ------------
160,847 -
Write-off of resource properties (160,847) -
------------ ------------
$ - $ -
======================================================================================================
GRAY COPPER PROPERTY, BRITISH COLUMBIA
The Company held a 100% interest in the Gray Copper Property located in the Skeena Mining Division,
British Columbia. The Company acquired the Gray Copper Property by issuing 600,000 common shares
valued at $21,182. During the year ended February 28, 1999, management of the Company determined that
it would not proceed further with the development of this property, and all costs of acquisition were
written-off to operations. The property has subsequently been transferred to a former director for
$Nil consideration.
</TABLE>
<PAGE> 23
ANGLO-SIERRA RESOURCES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 1999
================================================================================
6. RESOURCE PROPERTIES (cont'd.....)
NORTH TROUT CREEK PROPERTY, BRITISH COLUMBIA
The Company held a 100% interest in certain claims located in the
Similkameen Mining Division, British Columbia. The Company acquired the
North Trout Creek Property by paying $9,665 and issuing 800,000 common
shares valued at $130,000. During the year ended February 28, 1999,
management of the Company determined that it would not proceed further
with the development of this property, and all costs of acquisition were
written-off to operations. The property has subsequently been transferred
to a former director for $Nil consideration.
7. RELATED PARTY TRANSACTIONS
During the year ended February 28, 1999, the Company entered into the
following transactions with related parties:
a) Paid or accrued management fees of $79,525 (1998 - $Nil) to a
former director or a company controlled by the former director. As at
February 28, 1999, $328 of management fees are due to the director.
b) Paid management fees of $4,930 (1998 - $Nil) to a former director.
c) Paid consulting fees of $5,016 (1998 - $Nil) to a former director.
d) Paid $4,762 (1998 - $Nil) for office and travel expenses to a former
director or a company controlled by the former director.
e) Paid $1,317 (1998 - $Nil) for office and travel expenses to a former
director.
8. SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING AND INVESTING
ACTIVITIES
Significant non-cash transactions for the year ended February 28, 1999
included:
a) The Company issuing 600,000 common shares in the amount of $21,182 as
consideration for the acquisition of the Gray Copper Property
(Note 6).
b) The Company issuing 800,000 common shares in the amount of $130,000 as
part consideration for the acquisition of the North Trout Creek
Property (Note 6)
The significant non-cash transaction for the period ended February 28,
1998 consisted of the Company issuing 2,175,456 common shares in the
amount of $218 as consideration on the Share Exchange (Note 4).
<PAGE> 24
ANGLO-SIERRA RESOURCES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 1999
================================================================================
9. INCOME TAXES
The Company's total deferred tax asset at February 28 is as follows:
<TABLE>
<CAPTION>
========================================================================
1999 1998
------------------------------------------------------------------------
<S> <C> <C>
Net operating loss carryforward $ 46,340 $ 244
Valuation allowance (46,340) (244)
--------- --------
$ - $ -
========================================================================
</TABLE>
The Company has a net operating loss carryforward of approximately
$307,305 (1998 - $1,626). The valuation allowance increased to $46,340
from $244 during the period ended February 28, 1999. It is reasonably
possible that the Company's estimate of valuation allowance will change.
10. SUBSEQUENT EVENTS
The following transactions occurred subsequent to year end:
a) The Company changed its name on March 15, 1999, from Anglo-Sierra
Resources Corp. to Bullet Environmental Technologies, Inc.
b) On March 15, 1999, the Company consolidated its issued and outstanding
common shares on a 50:1 basis.
c) Pursuant to a private share offering on March 26, 1999, the Company
issued 2,000,000 common shares at a price of $0.05 per common share
for total proceeds of $100,000.
11. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two
digits rather than four digits to identify a year. Date-sensitive systems
may incorrectly recognize the Year 2000 as some other date, resulting in
errors. The effects of the Year 2000 Issue may be experienced before, on
or after January 1, 2000 and, if not addressed, the impact on operations
and financial reporting may range from minor errors to significant
systems failure which could affect an entity's ability to conduct normal
business operations. It is not possible to be certain that all aspects of
the Year 2000 Issue affecting the Company, including those related to the
efforts of customers, suppliers or other third parties, will be fully
resolved.
<PAGE> 25
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(FORMERLY ANGLO-SIERRA RESOURCES CORP.)
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS)
(UNAUDITED - PREPARED BY MANAGEMENT)
MAY 31, 1999
<PAGE> 26
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(formerly Anglo-Sierra Resources Corp.)
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
=================================================================================================================================
May 31, May 31, February 28,
1999 1998 1999
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents $ 96,853 $ - $ 327
INCORPORATION COSTS (Note 5) - 5,089 -
INVESTMENT - 175 -
------------------- ------------------ -----------------
$ 96,853 $ 5,264 $ 327
=================================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness $ - $ 24 $ -
Accounts payable and accrued liabilities $ 2,408 $ 7,056 $ 1,658
Due to related party (Note 7) - - 328
------------------- ------------------ -----------------
2,408 7,080 1,986
------------------- ------------------ -----------------
SHAREHOLDERS' EQUITY
Capital stock
Authorized
30,000,000 common shares, par value of $0.0001
5,000,000 preference shares, par value of $0.0001
Issued
2,150,475 common shares (May 31, 1998 - 5,775,556;
February 28, 1999 - 7,523,756) 952 752 578
Additional paid-in capital 410,347 26,089 310,547
Deficit accumulated during the exploration stage (316,854) (28,483) (312,958)
------------------- ------------------ -----------------
94,445 (1,816) (1,659)
------------------- ------------------ -----------------
$ 96,853 $ 5,264 $ 327
=================================================================================================================================
</TABLE>
<PAGE> 27
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(formerly Anglo-Sierra Resources Corp.)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
===============================================================================================================================
Cumulative
From
Incorporation
on
December 31, Three Month Three Month
1997 to Period Ended Period Ended
May 31, May 31, May 31,
1999 1999 1998
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
EXPENSES
Amortization of incorporation costs $ 5,310 $ - $ -
Bank charges 163 17 24
Consulting fees 14,616 - -
Foreign exchange gain (3,106) 154 -
Management fees 84,455 - -
Office and miscellaneous 12,346 - -
Printing 2,424 - 2,424
Professional fees 19,698 750 -
Rent 1,437 1,437 -
Transfer agent and registrar 12,559 1,538 3,227
Travel 5,930 - -
Write-off of resource properties (Note 6) 160,847 - 21,182
----------------- --------------- ---------------
LOSS BEFORE OTHER ITEM (316,679) (3,896) (26,857)
----------------- --------------- ---------------
OTHER ITEM
Write-off of investments (175) - -
----------------- --------------- ---------------
LOSS FOR THE PERIOD $ (316,854) $ (3,896) $ (26,857)
============================================================================================================================
LOSS PER SHARE $ (0.03) $ (0.05) $ (0.01)
============================================================================================================================
</TABLE>
<PAGE> 28
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(formerly Anglo-Sierra Resources Corp.)
(An Exploration Stage Company)
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
PERIOD FROM INCORPORATION ON DECEMBER 18, 1997 TO MAY 31, 1999
<TABLE>
<CAPTION>
=============================================================================================================================
Deficit
Accumulated
Number of Additional During the
Common Paid-in Exploration
Shares Amount Capital Stage Total
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INCEPTION, DECEMBER 18, 1997 - $ - $ - $ - $ -
Shares issued for cash 3,000,100 500 4,810 - 5,310
Share exchange with Innovin Inc. 2,175,456 18 157 - 175
Loss for the period - - - (1,626) (1,626)
------------ ------------ ------------ ------------- -------------
BALANCE AT FEBRUARY 28, 1998 5,175,556 518 4,967 (1,626) 3,859
Shares issued for resource properties 1,400,000 140 151,042 - 151,182
Shares issued for cash 948,200 94 154,538 - 154,632
Loss for the period - - - (311,332) (311,332)
------------ ------------ ------------ ------------- -------------
BALANCE AT FEBRUARY 28, 1999 7,523,756 $ 752 $ 310,547 $ (312,958) $ (1,659)
=============================================================================================================================
BALANCE AT FEBRUARY 28, 1998 5,175,556 $ 518 $ 4,967 $ (1,626) $ 3,859
Shares issued for cash 600,000 60 21,122 - 21,182
Loss for the period - - - (26,857) (26,857)
------------ ------------ ------------ ------------- -------------
BALANCE AT MAY 31, 1998 5,775,556 $ 578 $ 26,089 $ (28,483) $ (1,816)
=============================================================================================================================
BALANCE AT FEBRUARY 28, 1999 7,523,756 $ 752 $ 310,547 $ (312,958) $ (1,659)
Stock consolidation (50 for 1) (7,373,281) - - - -
Shares issued for cash 2,000,000 200 99,800 - 100,000
Loss for the period - - - (3,896) (3,896)
------------ ------------ ------------ ------------- -------------
BALANCE AT MAY 31, 1999 2,150,475 $ 952 $ 410,347 $ (316,854) $ 94,445
============================================================================================================================
</TABLE>
<PAGE> 29
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(formerly Anglo-Sierra Resources Corp.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
===============================================================================================================================
Cumulative
From
Incorporation
on
December 31, Three Month Three Month
1997 to Period Ended Period Ended
May 31, May 31, May 31,
1999 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (316,854) $ (3,896) $ (26,857)
Adjustments to reconcile loss to net cash
used in operating activities:
Amortization of incorporation costs 5,310 - -
Write-off of resource properties 160,847 - 21,182
Write-off of investment 175 - -
Changes in other operating assets and liabilities
Increase in accounts payable 2,408 750 5,651
Increase in due to related party - (328) -
---------------- ----------------- -----------------
Net cash used in operating activities (148,114) (3,474) (24)
---------------- ----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures on incorporation costs (5,310) - -
Acquisition of resource property (9,665) - 21,182
---------------- ----------------- -----------------
Net cash used in investing activities (14,975) - (21,182)
---------------- ----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITY
Issuance of capital stock for cash 259,942 100,000 21,182
----------------- ----------------- -----------------
CHANGE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD 96,853 96,526 (24)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 327 -
----------------- ----------------- -----------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 96,853 $ 96,853 $ (24)
==============================================================================================================================
CASH PAID DURING THE YEAR FOR:
Interest expense $ - $ - $ -
Income taxes - - -
==============================================================================================================================
</TABLE>
SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING AND INVESTING
ACTIVITIES
<PAGE> 1
EXHIBIT 3(a)(i)
CERTIFICATE OF INCORPORATION
OF
INNOVIN DEVELOPMENT CORPORATION
The undersigned natural, adult person, acting as incorporator of a
corporation (hereinafter usually referred to as the "Corporation") pursuant to
the provisions of the Delaware Corporation Law, hereby adopts the following
Certificate of Incorporation for said Corporation:
ARTICLE I
NAME
The name of the Corporation shall be Innovin Development
Corporation.
ARTICLE II
DURATION
The period of the duration of the Corporation shall be perpetual.
ARTICLE III
PURPOSE
The purpose for which the Corporation is organized is to transact
any or all lawful business for which corporations may be incorporated pursuant
to the Delaware Corporation Law.
ARTICLE IV
CAPITAL STOCK
The authorized capital stock of this Corporation shall consist of
30,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of
preferred stock $0.0001 par value.
ARTICLE V
PREFERENCES, LIMITATIONS,
AND RELATIVE RIGHTS OF
CAPITAL STOCK
No share of the common stock shall have any preference over or
limitation in respect to any other share of such common stock. All shares of
common stock shall have equal rights and privileges, including the following:
1. All shares of common stock shall share equally in dividends.
Subject to the applicable provisions of the laws of this State, the Board of
Directors of the Corporation may, from time to time, declare and the
Corporation may pay dividends in cash, property, or its own shares, except when
the Corporation is insolvent or when the payment thereof would render the
Corporation insolvent or when the declaration or payment thereof would be
contrary to any restrictions contained in this Certificate of Incorporation.
When any dividend is paid or any other distribution is made, in whole or in
part, from sources other than unreserved and unrestricted earned surplus, such
dividend or distribution shall be identified as such, and the course and amount
per share paid from each source
15
<PAGE> 2
shall be disclosed to the stockholder receiving the same concurrently with the
distribution thereof and to all other stockholders not later than six months
after the end of the Corporation's fiscal year during which such distribution
was made.
2. All shares of common stock shall share equally in distributions
in partial liquidation. Subject to the applicable provisions of the laws of
this State, the Board of Directors of the Corporation may distribute, from time
to time, to its stockholders in partial liquidation, out of stated capital or
capital surplus of the Corporation, a portion of its assets in cash or
property, except when the Corporation is insolvent or when such distribution
would render the Corporation insolvent. Each such distribution, when made,
shall be identified as a distribution in partial liquidation, out of stated
capital or capital surplus, and the source and amount per share paid from each
source shall be disclosed to all stock holders of the Corporation concurrently
with the distribution thereof. Any such distribution may be made by the Board
of Directors from stated capital without the affirmative vote of any
stockholders of the Corporation.
3. Each outstanding share of common stock shall be entitled to one
vote at stockholders' meetings, either in person or by proxy.
(b) The designations, powers, rights, preferences,
qualifications, restrictions and limitations of the preferred stock shall be
established from time to time by the Corporation's Board of Directors, in
accordance with the Delaware Corporation Law.
(c) 1. Cumulative voting shall not be allowed in elections of
directors or for any purpose.
2. No holders of shares of capital stock of the
Corporation shall be entitled, as such, to any preemptive or preferential right
to subscribe to any unissued stock or any other securities which the
Corporation may now or hereafter be authorized to issue. The Board of Directors
of the Corporation, however, in its discretion by resolution, may determine
that any unissued securities of the Corporation shall be offered for
subscription solely to the holders of common stock of the Corporation, or
solely to the holders of any class or classes of such stock, which the
Corporation may now or hereafter be authorized to issue, in such proportions
based on stock ownership as said board in its discretion may determine.
3. The Board of Directors may restrict the transfer of
any of the Corporation's stock issued by giving the Corporation or any
stockholder "first right of refusal to purchase" the stock, by making the stock
redeemable, or by restricting the transfer of the stock under such terms and in
such manner as the directors may deem necessary and as are not inconsistent
with the laws of this State. Any stock so restricted must carry a conspicuous
legend noting the restriction and the place where such restriction may be found
in the records of the Corporation.
4. The judgment of the Board of Directors as to the
adequacy of any consideration received or to be received for any shares,
options, or any other securities which the Corporation at any time may be
authorized to issue or sell or otherwise dispose of shall be conclusive in the
absence of fraud, subject to the provisions of these Articles of Incorporation
and any applicable law.
16
<PAGE> 3
ARTICLE VI
REGISTERED AGENT
The name and address of the Corporation's initial registered agent
shall be:
The Company Corporation
1313 North Market Street
New Castle County
Wilmington, Delaware 19801-1151
The Board of Directors, however, from time to time may establish such
other offices, branches, subsidiaries, or divisions which it may consider to
be advisable.
ARTICLE VII
DIRECTORS
The affairs of the Corporation shall be governed by a board of not less
than one (1) director, who shall be elected in accordance with the Bylaws of
the Corporation. Subject to such limitation, the number of directors shall be
fixed by or in the manner provided in the Bylaws of the Corporaiton, as may be
amended from time to time. The organization and conduct of the board shall be
in accordance with the following:
1. The name and address of the members of the initial
Director, who shall hold office until the first annual meeting of the
stockholders of the Corporation or until his successor shall have been
elected and qualified, is:
<TABLE>
<CAPTION>
Name Address
-------------------------------------------------------
<S> <C>
John Hromyk 1350 Naramata Rd.
Pecticton, B.C., Canada V2A-6J6
</TABLE>
2. The directors of the Corporation need not be residents of
Delaware and shall not be required to hold shares of the Corporation's
capital stock.
3. Meetings of the Board of Directors, regular or special, may
be held within or without Delaware upon such notice as may be prescribed
by the Bylaws of the Corporation. Attendance of a director at a meeting
shall constitute a waiver by him of notice of such meeting unless he
attends only for the express purpose of objecting to the transaction of
any business thereat on the ground that the meeting is not lawfully
called or convened.
4 A majority of the number of directors at any time
constituting the Board of Directors shall constitute a quorum for the
transaction of business.
5. By resolution adopted by a majority of the Directors at any
time constituting the Board of Directors, the Board of Directors may
designate two or more directors to constitute an Executive Committee or
one or more other committees each of which shall have and may exercise,
to the extent permitted by law or in such resolution, all the authority
of the
17
<PAGE> 4
Board of Directors in the management of the Corporation; but the
designation of any such committee and the delegation of authority thereto
shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed on it or him by law.
6. Any vacancy in the Board of Directors, however caused or
created, may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office and until his successor is
duly elected and qualified.
ARTICLE VIII
OFFICERS
The officers of the Corporation shall be prescribed by the Bylaws
of this Corporation.
ARTICLE IX
MEETINGS OF STOCKHOLDERS
Meetings of the stockholders of the Corporation shall be held at
such place within or without Delaware and at such times as may be prescribed in
the Bylaws of the Corporation. Special meetings of the stockholders of the
Corporation may be called by the President of the Corporation, the Board of
Directors, or by the record holder or holders of at least ten percent (10%) of
all shares entitled to vote at the meeting; and, if a quorum is present, the
affirmative vote of the majority of shares represented at the meeting and
entitled to vote thereat shall be the act of the stockholders unless the vote
of a greater number is required by law.
ARTICLE X
VOTING
When, with respect to any action to be taken by stockholders of
this Corporation, the laws of Delaware requires the affirmative vote of the
holders of more than a majority of the outstanding shares entitled to vote
thereon, or of any class or series, such action may be taken by the affirmative
vote of the holders of a majority of the outstanding shares entitled to vote on
such action.
ARTICLE XI
BYLAWS
The initial Bylaws of the Corporation shall be adopted by its
Board of Directors. Subject to repeal or change by action of the stockholders,
the power to alter, amend, or repeal the Bylaws or to adopt new Bylaws shall
be vested in the Board of Directors.
ARTICLE XII
TRANSACTIONS WITH DIRECTORS AND
OTHER INTERESTED PARTIES
No contract or other transaction between the Corporation and any
other corporation, whether or not a majority of the shares of the capital stock
of such other corporation is owned by the Corporation, and no act of the
Corporation shall in any way be affected or invalidated by the fact that any of
the directors of the Corporation are pecuniarily or otherwise interested in, or
are directors or
18
<PAGE> 5
officer of, such other corporation. Any director of the corporation,
individually, or any firm with which such director is affiliated may be a party
to or may be pecuniarily or otherwise interested in any contract or transaction
of the Corporation; provided, however, that the fact that he or such firm is so
interested shall be disclosed or shall have been known to the Board of
Directors of the Corporation, or a majority thereof, at or before the entering
into such contract or transaction; and any director of the Corporation who is
also a director or officer of such other corporation, or who is so interested,
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of the Corporation which shall authorize such contract or
transaction, with like force and effect as if he were not such director or
officer of such other corporation or not so interested.
ARTICLE XIII
LIMITATION OF DIRECTOR LIABILITY
AND INDEMNIFICATION
No director of the Corporation shall have liability to the
Corporation or to its stockholders or to other security holders for monetary
damages for breach of fiduciary duty as a director; provided, however, that
such provisions shall not eliminate or limit the liability of a director to the
Corporation or to its shareholders or other security holders for monetary
damages for: (i) any breach of the director's duty of loyalty to the
Corporation or to its shareholders or other security holders; (ii) acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of the law by such director; (iii) acts by
such director as specified by the Delaware Corporation Law; or (iv) any
transaction from which such director derived an improper personal benefit.
No officer or director shall be personally liable for any injury
to person or property arising out of a tort committed by an employee of the
Corporation unless such officer or director was personally involved in the
situation giving rise to the injury or unless such officer or director
committed a criminal offense. The protection afforded in the preceding sentence
shall not restrict other common law protections and rights that an officer or
director may have.
The word "director" shall include at least the following, unless
limited by Delaware law: an individual who is or was a director of the
Corporation and an individual who, while a director of a Corporation is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee or agent of any other foreign or domestic corporation or of any
partnership, joint venture, trust, other enterprise or employee benefit plan. A
director shall be considered to be serving an employee benefit plan at the
Corporation's request if his duties to the Corporation also impose duties on or
otherwise involve services by him to the plan or to participants in or
beneficiaries of the plan. To the extent allowed by Delaware law, the word
"director" shall also include the heirs and personal representatives of all
directors.
This Corporation shall be empowered to indemnify its officers and
directors to the fullest extent provided by law, including but not limited to
the provisions set forth in the Delaware Corporation Law, or any successor
provision.
19
<PAGE> 6
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator of the Corporation is as
follows:
<TABLE>
<CAPTION>
Name Address
-------------------------------------------------------
<S> <C>
William T. Hart 1624 Washington Street
Denver, CO 80203
</TABLE>
IN WITNESS WHEREOF, the undersigned incorporator has hereunto
affixed his signature on the 5th day of December, 1997.
/s/
---------------------------------------
William T. Hart
20
<PAGE> 1
EXHIBIT 3(i)(b)
INNOVIN DEVELOPMENT CORPORATION
AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
Pursuant to the provisions of the Delaware Corporation Law, Innovin
Development Corporation adopts the following Amendment to its Certificate of
Incorporation.
The following amendment was adopted on 20th of February 1998, pursuant to
section 242 of the Delaware Corporation Law. Such amendment was adopted by the
consent of shareholders owning a majority of the Corporation's issued and
outstanding shares of common stock. Notice of this amendment has been sent to
all shareholders of record pursuant to Section 228 of the Delaware Corporation
Law.
Amendment
ARTICLE ONE OF THE CERTIFICATE OF INCORPORATION WAS AMENDED TO READ AS FOLLOWS:
The Name of this Corporation shall be: Anglo-Sierra Resources Corp.
INNOVIN DEVELOPMENT CORPORATION
By: /s/
---------------------------
Martin Apps, President
<PAGE> 1
EXHIBIT 3(i)(c)
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
FIRST: That a meeting of the Board of Directors of ANGLO-SIERRA RESOURCES CORP.
resolutions were duly adopted setting forth proposed amendments of the
Certificate of Incorporation of said corporation, declaring said amendments to
be advisable and requesting a majority of the stockholders of said corporation
to give their consent in writing thereto. The resolutions setting forth the
proposed amendments are as follows:
BE IT RESOLVED THAT, that effective March 15, 1999, the Certificate of
Incorporation of this corporation be amended by changing the article thereof
numbered "I" so that, as amended, said Article shall be and read as follows:
Article I
Name
The name of the Corporation shall be BULLET ENVIRONMENTAL TECHNOLOGIES,
INC.
BE IT RESOLVED THAT, that effective March 15, 1999, each issued and
outstanding share of this Corporation's Common stock shall automatically
convert into 0.02 shares of this Corporation's Common stock.
Notwithstanding the above, no fractional shares will be issued. Any
shareholder of this Corporation who on March 15, 1999 owned less than 50
shares, and who would therefor otherwise receive less than one share of
this Corporation's Common stock shall be entitled to receive $.0001 for
each share of this Corporation's Common stock owned by such shareholder
immediately prior to the effective date of this amendment, provided such
shareholder sends a written request for payment of this Corporation. Any
fractional share which as a result of the foregoing would otherwise be
issued to a shareholder of this Corporation shall be rounded down to the
nearest whole share.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
majority of the stockholders of said corporation gave their consent in writing
to the preceding resolutions in lieu of a meeting of stockholders pursuant to
Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
By: /s/
-------------------------------------
(Authorized Officer)
NAME: Tim Coupland
<PAGE> 1
EXHIBIT 3(ii)
BYLAWS
OF
INNOVIN DEVELOPMENT CORPORATION.
ARTICLE I
OFFICES
SECTION 1. OFFICES:
The principal office of the Corporation shall be determined by
the Board of Directors, and the Corporation shall have other offices at such
places as the Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDER'S MEETING
SECTION 1. PLACE:
The place of stockholders' meetings shall be the principal office
of the Corporation unless some other place shall be determined and designated
from time to time by the Board of Directors.
SECTION 2. ANNUAL MEETING:
The annual meeting of the stockholders of the Corporation for the
election of directors to succeed those whose terms expire, and for the
transaction of such other business as may properly come before the meeting,
shall be held each year on a date to be determined by the Board of Directors.
SECTION 3. SPECIAL MEETINGS:
Special meetings of the stockholders for any purpose or purposes
may be called by the President, the Board of Directors, or the holders of ten
percent (10%) or more of all the shares entitled to vote at such meeting, by
the giving of notice in writing as hereinafter described.
SECTION 4. VOTING:
At all meetings of stockholders, voting may be viva voce; but any
qualified voter may demand a stock vote, whereupon such vote shall be taken by
ballot and the Secretary shall record the name of the stockholder voting, the
number of shares voted, and, if such vote shall be by proxy, the name of the
proxy holder. Voting may be in person or by proxy appointed in writing,
manually signed by the stockholder or his duly authorized attorney-in-fact. No
proxy shall be valid after eleven months from the date of its execution, unless
otherwise provided therein.
<PAGE> 2
Each stockholder shall have such rights to vote as the Articles
of Incorporation provide for each share of stock registered in his name on the
books of the Corporation, except where the transfer books of the Corporation
shall have been closed or a date shall have been fixed as a record date, not to
exceed, in any case, fifty (50) days preceding the meeting, for the
determination of stockholders entitled to vote. The Secretary of the
Corporation shall make, at least ten (10) days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the principal
office of the Corporation and shall be subject to inspection by any stockholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder during the whole time of the meeting.
SECTION 5. ORDER OF BUSINESS:
The order of business at any meeting of stockholders shall be as
follows:
1. Calling the meeting to order.
2. Calling of roll.
3. Proof of notice of meeting.
4. Report of the Secretary of the stock represented at the
meeting and the existence or lack of a quorum.
5. Reading of minutes of last previous meeting and disposal of
any unapproved minutes.
6. Reports of officers.
7. Reports of committees.
8. Election of directors, if appropriate.
9. Unfinished business.
10. New business.
11. Adjournment.
12. To the extent that these Bylaws do not apply, Roberts' Rules
of Order shall prevail.
<PAGE> 3
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. ORGANIZATION AND POWERS:
The Board of Directors shall constitute the policy-making or
legislative authority of the Corporation. Management of the affairs, property,
and business of the Corporation shall be vested in the Board of Directors,
which shall consist of not less than one nor more than ten members, who shall
be elected at the annual meeting of stockholders by a plurality vote for a term
of one (1) year, and shall hold office until their successors are elected and
qualify. Directors need not be stockholders. Directors shall have all powers
with respect to the management, control, and determination of policies of the
Corporation that are not limited by these Bylaws, the Articles of
Incorporation, or by statute, and the enumeration of any power shall not be
considered a limitation thereof.
SECTION 2. VACANCIES:
Any vacancy in the Board of Directors, however caused or created,
shall be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board, or at a special meeting of
the stockholders called for that purpose. The directors elected to fill
vacancies shall hold office for the unexpired term and until their successors
are elected and qualify.
SECTION 3. REGULAR MEETINGS:
A regular meeting of the Board of Directors shall be held,
without other notice than this Bylaw, immediately after and at the same place
as the annual meeting of stockholders or any special meeting of stockholders at
which a director or directors shall have been elected. The Board of Directors
may provide by resolution the time and place, either within or without the
State of Delaware, for the holding of additional regular meetings without other
notice than such resolution.
SECTION 4. SPECIAL MEETINGS:
Special meetings of the Board of Directors may be held at the
principal office of the Corporation, or such other place as may be fixed by
resolution of the Board of Directors for such purpose, at any time on call of
the President or of any member of the Board, or may be held at any time and
place without notice, by unanimous written consent of all the members, or with
the presence and participation of all members at such meeting. A resolution in
writing signed by all the directors shall be as valid and effectual as if it
had been passed at a meeting of the directors duly called, constituted, and
held.
<PAGE> 4
SECTION 5. NOTICES:
Notices of both regular and special meetings, save when held by
unanimous consent or participation, shall be mailed by the Secretary to each
member of the Board not less than three days before any such meeting and
notices of special meetings may state the purposes thereof. No failure or
irregularity of notice of any regular meeting shall invalidate such meeting or
any proceeding thereat.
SECTION 6. QUORUM AND MANNER OF ACTING:
A quorum for any meeting of the Board of Directors shall be a
majority of the Board of Directors as then constituted. Any act of the majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors. Any action of such majority, although not at a
regularly called meeting, and the record thereof, if assented to in writing by
all of the other members of the Board, shall always be as valid and effective
in all respects as if otherwise duly taken by the Board of Directors.
SECTION 7. EXECUTIVE COMMITTEE:
The Board of Directors may by resolution of a majority of the
Board designate two (2) or more directors to constitute an executive committee,
which committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors in the management of
the Corporation; but the designation of such committee and the delegation of
authority thereto shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed on it or him by law.
SECTION 8. ORDER OF BUSINESS:
The order of business at any regular or special meeting of the
Board of Directors, unless otherwise prescribed for any meeting by the Board,
shall be as follows:
1. Reading and disposal of any unapproved minutes.
2. Reports of officers and committees.
3. Unfinished business.
4. New business.
5. Adjournment.
6. To the extent that these Bylaws do not apply, Roberts' Rules
of Order shall prevail.
<PAGE> 5
SECTION 9. REMUNERATION:
No stated salary shall be paid to directors for their services as
such, but, by resolution of the Board of Directors, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board. Members of special or standing committees may be allowed
like compensation for attending meetings. Nothing herein contained shall be
construed to preclude any director from receiving compensation for serving the
Corporation in any other capacity, subject to such resolutions of the Board of
Directors as may then govern receipt of such compensation.
ARTICLE IV
OFFICERS
SECTION 1. TITLES:
The officers of the Corporation shall consist of a President, one
or more Vice Presidents, a Secretary, and a Treasurer, who shall be elected by
the directors at their first meeting following the annual meeting of
stockholders. Such officers shall hold office until removed by the Board of
Directors or until their successors are elected and qualify. The Board of
Directors may appoint from time to time such other officers as it deems
desirable who shall serve during such terms as may be fixed by the Board at a
duly held meeting. The Board, by resolution, shall specify the titles, duties
and responsibilities of such officers.
SECTION 2. PRESIDENT:
The President shall preside at all meetings of stockholders and,
in the absence of a, or the, Chairman of the Board of Directors, at all
meetings of the directors. He shall be generally vested with the power of the
chief executive officer of the Corporation and shall countersign all
certificates, contracts, and other instruments of the Corporation as authorized
by the Board of Directors or required by law. He shall make reports to the
Board of Directors and stockholders and shall perform such other duties and
services as may be required of him from time to time by the Board of Directors.
SECTION 3. VICE PRESIDENT:
The Vice President shall perform all the duties of the President
if the President is absent or for any other reason is unable to perform his
duties and shall have such other duties as the Board of Directors shall
authorize or direct.
SECTION 4. SECRETARY:
The Secretary shall issue notices of all meetings of stockholders
and directors, shall keep minutes of all such meetings, and shall record all
proceedings. He shall have custody and control of the corporate records and
books, excluding the books of account, together with the corporate seal. He
shall make such reports and perform such other duties as may be consistent with
his office or as may be required of him from time to time by the Board of
Directors.
<PAGE> 6
SECTION 5. TREASURER:
The Treasurer shall have custody of all moneys and securities of
the Corporation and shall have supervision over the regular books of account.
He shall deposit all moneys, securities, and other valuable effects of the
Corporation in such banks and depositories at the Board of Directors may
designate and shall disburse the funds of the Corporation in payment of just
debts and demands against the Corporation, or as they may be ordered by the
Board of Directors, shall render such account of his transactions as may be
required of him by the President or the Board of Directors from time to time
and shall otherwise perform such duties as may be required of him by the Board
of Directors.
The Board of Directors may require the Treasurer to give a bond
indemnifying the Corporation against larceny, theft, embezzlement, forgery,
misappropriation, or any other act of fraud or dishonesty resulting from his
duties as Treasurer of the Corporation, which bond shall be in such amount as
appropriate resolution or resolutions of the Board of Directors may require.
SECTION 6. VACANCIES OR ABSENCES:
If a vacancy in any office arises in any manner, the directors
then in office may choose, by a majority vote, a successor to hold office for
the unexpired term of the officer. If any officer shall be absent or unable for
any reason to perform his duties, the Board of Directors, to the extent not
otherwise inconsistent with these Bylaws, may direct that the duties of such
officer during such absence or inability shall be performed by such other
officer or subordinate officer as seems advisable to the Board.
SECTION 7. COMPENSATION:
No officer shall receive any salary or compensation for his
services unless and until the Board of Directors authorizes and fixes the
amount and terms of such salary or compensation.
ARTICLE V
STOCK
SECTION 1. REGULATIONS:
The Board of Directors shall have power and authority to take all
such rules and regulations as they deem expedient concerning the issue,
transfer, and registration of certificates for shares of the capital stock of
the Corporation. The Board of Directors may appoint a Transfer Agent and/or a
Registrar and may require all stock certificates to bear the signature of such
Transfer Agent and/or Registrar.
SECTION 2. RESTRICTIONS ON STOCK:
The Board of Directors may restrict any stock issued by giving
the Corporation or any stockholder "first right of refusal to purchase" the
stock, by making the stock redeemable or by restricting the transfer of the
stock, under such terms and in such
<PAGE> 7
manner as the directors may deem necessary and as are not inconsistent with the
Articles of Incorporation or by statute. Any stock so restricted must carry a
stamped legend setting out the restriction or conspicuously noting the
restriction and stating where it may be found in the records of the Corporation.
ARTICLE VI
DIVIDENDS AND FINANCES
SECTION 1. DIVIDENDS:
Dividends may be declared by the directors and paid out of any
funds legally available therefor under the laws of Delaware, as may be deemed
advisable from time to time by the Board of Directors of the Corporation.
Before declaring any dividends, the Board of Directors may set aside out of net
profits or earned or other surplus such sums as the Board may think proper as a
reserve fund to meet contingencies or for other purposes deemed proper and to
the best interests of the Corporation.
SECTION 2. MONIES:
The monies, securities, and other valuable effects of the
Corporation shall be deposited in the name of the Corporation in such banks or
trust companies as the Board of Directors shall designate and shall be drawn
out or removed only as may be authorized by the Board of Directors from time to
time.
SECTION 3. FISCAL YEAR:
The Board of Directors by resolution shall determine the fiscal
year of the Corporation.
ARTICLE VII
AMENDMENTS
These Bylaws may be altered, amended, or repealed by the Board of
Directors by resolution of a majority of the Board.
<PAGE> 8
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify any and all of its directors or
officers, or former directors or officers, or any person who may have served at
its request as a director or officer of another corporation in which this
Corporation owns shares of capital stock or of which it is a creditor and the
personal representatives of all such persons, against expenses actually and
necessarily incurred in connection with the defense of any action, suit, or
proceeding in which they, or any of them, were made parties, or a party, by
reason of being or having been directors or officers or a director or officer
of the Corporation, or of such other corporation, except in relation to matters
as to which any such director or officer or person shall have been adjudged in
such action, suit, or proceeding to be liable for negligence or misconduct in
the performance of any duty owed to the Corporation. Such indemnification shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled, independently of this Article, by law, under any Bylaw agreement,
vote of stockholders, or otherwise.
ARTICLE IX
CONFLICTS OF INTEREST
No contract or other transaction of the Corporation with any
other persons, firms or corporations, or in which the Corporation is
interested, shall be affected or invalidated by the fact that any one or more
of the directors or officers of the Corporation is interested in or is a
director or officer of such other firm or corporation; or by the fact that any
director or officer of the Corporation, individually or jointly with others,
may be a party to or may be interested in any such contract or transaction.
