<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
COOKIE CUP INTERNATIONAL
------------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 87-0447497
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
3255 South 8820 West
Magna, Utah 84044
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 250-3433
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
------------------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
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PART I
Item 1. Description of Business.
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Business Development.
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Cookie Cup International (the "Company") was organized under the laws of
the State of Utah on September 19, 1977, under the name "Sierra Development."
The Company was formed with the purpose to do any and all things permitted a
corporation under the laws of the State of Utah. The Company's initial
authorized capital consisted of 50,000 shares of $1.00 par value common voting
stock. A copy of the Company's Articles of Incorporation is attached hereto
and is incorporated herein by reference. See Item 13 of this Registration
Statement.
Pursuant to an Application for Registration of Securities filed with the
Utah Securities Commission (now the "Utah Division of Securities"), and an
Offering Prospectus dated October 24, 1997, the Company offered shares of its
common stock to residents of the State of Utah in reliance on the federal
exemption from registration under Section 3(a)(11) of the Securities Act of
1933 as amended (the "1933 Act").
On July 5, 1979, the Company filed with the Secretary of
State/Lieutenant Governor's offices Articles of Amendment reducing the number
of directors from five to three, and designating a new Board of Directors. A
copy of the Articles of Amendment is attached hereto and is incorporated
herein by reference. See Item 13 of this Registration Statement.
Articles of Amendment to the Articles of Incorporation were also filed
in Utah on April 15, 1987, increasing the authorized capital to 50,000,000
shares from 50,000 shares and reducing the par value from $1.00 to $0.001 per
share. The amendments also deleted pre-emptive rights and cumulative voting.
See Item 13 of this Registration Statement.
On May 11, 1987, the Company organized Cookie Cup International under
the laws of the State of Nevada ("Cookie Cup") for the sole purpose of
changing the Company's domicile to the State of Nevada. This merger was
completed on June 30, 1987, and Cookie Cup was the surviving entity. Copies
of Articles of Incorporation and Certificate of Ownership and Merger are
attached hereto and are incorporated herein by reference. See Item 13 of this
Registration Statement.
On July 16, 1996, a Certificate of Authority to Transact Business in the
State of Utah was filed for by the Company. A copy of this Certificate is
attached hereto and is incorporated herein by reference. See Item 13 of this
Registration Statement.
Business.
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Other than the above-referenced matters and seeking and investigating
potential assets, property or businesses to acquire, the Company has had no
material business operations for over five years. To the extent that the
Company intends to continue to seek the acquisition of assets, property or
business that may benefit the Company and its stockholders, it is essentially
a "blank check" company. Because the Company has limited assets and conducts
no material business, management anticipates that any such venture would
require it to issue shares of its common stock as the sole consideration for
the venture. This may result in substantial dilution of the shares of current
stockholders. The Company's Board of Directors shall make the final
determination whether to complete any such venture; the approval of
stockholders will not be sought unless required by applicable laws, rules and
regulations, its Articles of Incorporation or Bylaws, or contract. The
Company makes no assurance that any future enterprise will be profitable or
successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be extremely
limited, and may be restricted to entities who desire to avoid what these
entities may deem to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of
their prospects, would require the Company to issue a substantial number of
shares of its common stock to complete any such acquisition, reorganization or
merger, usually amounting to between 80% and 95% of the outstanding
shares of the Company following the completion of any such transaction;
accordingly, investments in any such private entity, if available, would be
much more favorable than any investment in the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Securities and Exchange Commission a
Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as
pro forma financial information consisting of a pro forma condensed balance
sheet, pro forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific
objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management and the lack of
funds, these activities may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker-dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
Although the Company has not identified any potential acquisition
target, the possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest. Current
Company policy does not prohibit such transactions. Because no such
transaction is currently contemplated, it is impossible to estimate the
potential pecuniary benefits to these persons.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. In the event that such fees are paid, they may become a factor in
negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.
None of the Company's directors, executive officers or promoters, or
their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
Risk Factors.
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In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and be subject to the same types of risks inherent in any
new or unproven venture, and will include those types of risk factors outlined
below.
Extremely Limited Assets; No Source of Revenue. The Company has
virtually no assets and has had no revenue for over five years or to the date
hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. The Company can
provide no assurance that any acquired business will produce any material
revenues for the Company or its stockholders or that any such business will
operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the
Company is not currently engaged in any substantive business activities, as
well as management's broad discretion with respect to the acquisition of
assets, property or business, the Company may be deemed to be a "blank check"
company. Although management intends to apply any proceeds it may receive
through the issuance of stock or debt to a suitable acquisition, subject to
the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any
use or allocation of such proceeds will allow it to achieve its business
objectives.
Absence of Substantive Disclosure Relating to Prospective
Acquisitions. Because the Company has not yet identified any assets, property
or business that it may acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether to
invest in the Company. Potential investors would have access to significantly
more information if the Company had already identified a potential acquisition
or if the acquisition target had made an offering of its securities directly
to the public. The Company can provide no assurance that any investment in
the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
acquire. To the extent that the Company may acquire a business in a high
risk industry, the Company will become subject to those risks. Similarly, if
the Company acquires a financially unstable business or a business that is in
the early stages of development, the Company will become subject to
the numerous risks to which such businesses are subject. Although management
intends to consider the risks inherent in any industry and business in which
it may become involved, there can be no assurance that it will correctly
assess such risks.
Uncertain Structure of Acquisition. Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business. Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition.
However, because the Company has virtually no resources as of the date of this
Registration Statement, management expects that any such acquisition would
take the form of an exchange of capital stock. See Part I, Item 2, of this
Registration Statement.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully
with all state securities laws, and plans to take the steps necessary to
ensure that any future offering of its securities is limited to those states
in which such offerings are allowed. However, while the Company has no
substantive business operations and is deemed to be a "blank check" Company,
these legal restrictions may have a material adverse impact on the Company's
ability to raise capital because potential purchasers of the Company's
securities must be residents of states that permit the purchase of such
securities. These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of
regulating states.
By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington), some of
which are included in the group of 36 states mentioned above, place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies.
In most jurisdictions, "blank check" and "blind pool" companies are
not eligible for participation in the Small Corporate Offering Registration
("SCOR") program, which permits an issuer to notify the Securities and
Exchange Commission of certain offerings registered in such states by
filing a Form D under Regulation D of the Securities and Exchange Commission.
All states (with the exception of Alabama, Delaware, Hawaii,
Minnesota, Nebraska and New York) have adopted some form of SCOR.
States participating in the SCOR program also allow applications for
registration of securities by qualification by filing a Form U-7 with the
states' securities commissions. Nevertheless, the Company does not anticipate
making any SCOR offering or other public offering in the foreseeable future,
even in any jurisdiction where it may be eligible for participation in SCOR,
despite its status as a "blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations
will be to place significant restrictions on the Company's ability to
register, offer and sell and/or to develop a secondary market for shares of
the Company's common stock in virtually every jurisdiction in the United
States. These restrictions should cease once and if the Company acquires a
venture by purchase, reorganization or merger, so long as the business
operations succeeded to involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the
Company. Members of the Company's management are not required to devote
their full time to the affairs of the Company. Because of their time
commitments, as well as the fact that the Company has no business operations,
the members of management anticipate that they will devote an insignificant
amount of time to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target.
Conflicts of Interest; Related Party Transactions. Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Such a transaction may occur if
management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors. A
transaction of this nature would present a conflict of interest to those
parties with a managerial position and/or an ownership interest in both the
Company and the acquired entity, and may compromise management's fiduciary
duties to the Company's stockholders. An independent appraisal of the
acquired company may or may not be obtained in the event a related party
transaction is contemplated. Furthermore, because management and/or
beneficial owners of the Company's common stock may be eligible for finder's
fees or other compensation related to potential acquisitions by the Company,
such compensation may become a factor in negotiations regarding such potential
acquisitions.
Voting Control. Approximately 78% of the outstanding voting securities
of the Company are owned by Chiricahua Company and Network Associates, which
entities are respectively wholly-owned and/or controlled by David C. Merrell
and Bruce H. Rogers, persons who may be deemed to be promoters of the Company.
Due to their ownership of a majority of the shares of the Company's
outstanding common stock, these shareholders have the ability to elect all of
the Company's directors, who in turn elect all executive officers, without
regard to the votes of other stockholders.
No Market for Common Stock; No Market for Shares. Although the
Company has submitted for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no market for such shares; and there can be no assurance
that any such market will ever develop or be maintained. Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also
have an adverse effect on any market that may develop. See the caption
"Security Ownership of Certain Beneficial Owners," Part I, Item 4, of this
Registration Statement.
Risks of "Penny Stock." The Company's common stock may be deemed to
be "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years),
or with average revenues of less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's
common stock during the last five years. At such time as the Company
completes a merger or acquisition transaction, if at all, it may attempt to
qualify for listing on either NASDAQ or a national securities exchange.
However, at least initially, any trading in its common stock will most likely
be conducted in the over-the-counter market in the "pink sheets" or the OTC
Bulletin Board of the NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account. Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of
any investor for transactions in such stocks before selling any penny stock to
that investor. This procedure requires the broker-dealer to (i) obtain from
the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it
more difficult for investors in the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.
Principal Products and Services.
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The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted
by the Company are to seek out and investigate the acquisition of any viable
business opportunity by purchase and exchange for securities of the Company or
pursuant to a reorganization or merger through which securities of the Company
will be issued or exchanged.
Distribution Methods of the Products or Services.
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Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker-dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
Competitive Business Conditions.
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Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;
many of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets. There is no
reasonable way to predict the competitive position of the Company or any other
entity in the strata of these endeavors; however, the Company, having limited
assets and cash reserves, will no doubt be at a competitive disadvantage in
competing with entities which have recently completed IPO's, have significant
cash resources and have recent operating histories when compared with the
complete lack of any substantive operations by the Company for the past
several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
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None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
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None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
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Because the Company currently produces no products or services, it is
not presently subject to any governmental regulation in this regard. However,
in the event that the Company engages in a merger or acquisition transaction
with an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on
Business.
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On the effectiveness of its Registration Statement on Form 10-SB, the
Company will be subject to Regulation 14A of the Securities and Exchange
Commission, which regulates proxy solicitations. Section 14(a) of the
Securities Exchange Act of 1934, as amended, requires all companies with
securities registered pursuant to Section 12(g) thereof to comply with the
rules and regulations of the Securities and Exchange Commission regarding
proxy solicitations, as outlined in Regulation 14A. Matters submitted to
stockholders of the Company at a special or annual meeting thereof or pursuant
to a written consent will require the Company to provide its stockholders with
the information outlined in Schedules 14A or 14C of Regulation 14; preliminary
copies of this information must be submitted to the Securities and Exchange
Commission at least 10 days prior to the date that definitive copies of this
information are forwarded to stockholders.
The Company will also be required to file annual reports on Form 10-KSB
and quarterly reports on Form 10-QSB with the Securities and Exchange
Commission on a regular basis, and will be required to timely disclose certain
material events (e.g., changes in corporate control; acquisitions or
dispositions of a significant amount of assets other than in the ordinary
course of business; and bankruptcy) in a Current Report on Form 8-K.
Management believes that these obligations will increase the Company's
annual legal and accounting costs, but it is expected that assets will be
sufficient to meet these costs; in the event that assets are not sufficient,
it is likely that management will advance funds. See the heading "Plan of
Operation" of the caption "Management's Discussion and Analysis or Plan of
Operation", Part I, Item 2 of this Registration Statement.
The integrated disclosure system for small business issuers adopted by
the Securities and Exchange Commission in Release No. 34-30968 and effective
as of August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more.
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets. The present laws, rules and regulations
designed to promote availability to the small business issuer of these capital
markets and similar laws, rules and regulations that may be adopted in the
future will substantially limit the demand for "blank check" companies like
the Company, and may make the use of these types of companies obsolete.
Research and Development.
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None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
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None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. The Company's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders. Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be required
to issue shares of its common stock as the sole consideration for such
venture.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan. However, any such loan
will not exceed $25,000 and will be on terms no less favorable to the Company
than would be available from a commercial lender in an arm's length
transaction. As of the date of this Registration Statement, the Company has
not actively begun to seek any such venture.
Results of Operations.
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The Company has had no material operations since December 31, 1991. The
Company had no losses for the year ended June 30, 1996 and losses of $2,750,
for the year ended June 30, 1997. The Company also had losses of $750 for the
period ended December 31, 1997.
Liquidity.
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A stockholder fo the Company contributed $750 for expenses of the
Company during 1996; and an additional $750 for expenses in 1997.
Item 3. Description of Property.
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The Company has no assets, property or business; its principal executive
office address and telephone number are the home address and telephone number
of its President, Charles Johnson, and are provided at no cost. Because the
Company has no current business operations, its activities have been limited
to keeping itself in good standing in the State of Nevada, and with preparing
this Registration Statement and the accompanying financial statements. These
activities have consumed an insignificant amount of management's time;
accordingly, the costs to Mr. Johnson of providing the use of his home and
telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
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Security Ownership of Certain Beneficial Owners.
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The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of December
31, 1997, and to the date hereof, to wit:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Chiricahua Company 19,000,000(1) 38.0%
9005 Cobble Canyon Ln.
Sandy, Utah 84093
Network Associates 20,000,000(2) 40.0%
P. O. Box 2004
Salt Lake City, Utah 84110
Don H. and Annabelle Savage 2,650,000 5.3%
11889 Hidden Valley Club Drive
Sandy, Utah 84092
(1) This entity is solely owned and controlled by David C. Merrell, a
person who may be deemed to be a promoter of the Company.
(2) This entity is solely owned and controlled by Bruce H. Rogers, a
person who may be deemed to be a promoter of the Company.
</TABLE>
Security Ownership of Management.
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The following table sets forth the shareholdings of the Company's
directors and executive officers as of December 31, 1997 and to the date
hereof, to wit:
<TABLE>
Number of Shares
Beneficially Owned Percentage of
Name and Address of Class
- ---------------- ------------------ -------------
<S> <C> <C>
Charles Johnson -0- -0-
3255 South 88240 West
Magna, Utah 84044
</TABLE>
See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, Part I, Item 5, of this Registration Statement for
information concerning the offices or other capacities in which Mr. Johnson
serves with the Company.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- -------- -------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These persons will serve until the
next annual meeting of the stockholders (held in June of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Charles Johnson Director and 5/11/95 *
President
Sec'y/Treasurer
Bruce H. Rogers Former Director 5/23/90 5/11/95
Former President
Former Sec'y/Treasurer
</TABLE>
* This person presently serves in the capacities indicated.
Business Experience.
- --------------------
Charles Johnson. Mr. Johnson is 44 years old; he graduated from Cyprus
High School in Salt Lake City, Utah in 1972. He has worked for Kennecott
Copper Corporation since 1972 and has been a material handling operations
supervisor since June, 1997. He attended Salt Lake Community College from
1986 to 1987.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
Mr. Johnson is the only director and executive officer of the Company.
There are no family relationships between any directors or executive officers
of the Company, whether by blood or marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by the Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards Payouts
- -------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
(h) (i)
Securities
All
Other Underlying
Other
Name and Year or Annual Restricted Options/
LTIP Compen-
Principal Period Salary Bonus Compen- Stock SAR's (#)
Payouts sation
Position Ended ($) ($) sation($) Awards($) (1)
($)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
<C> <C>
Charles Johnson12/31/97 0 0 0 0 0
0 0
President, Sec/ 6/30/97 0 0 0 0 0
0 0
Treas, Director 6/30/96 0 0 0 0 0
0 0
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the fiscal
years ended June 30, 1997 or 1996, or the period ending December 31, 1997.
Further, no member of the Company's management has been granted any option or
stock appreciation rights; accordingly, no tables relating to such items have
been included within this Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Parents of the Issuer.
- ----------------------
The Company has no parents. However, see the caption "Security
Ownership of Certain Beneficial Owners and Management," Part I, Item 4, of
this Registration Statement.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of
50,000,000 shares of $0.001 par value common voting stock. The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of common
stock are entitled to share equally in corporate assets after satisfaction of
all liabilities. All shares of the common stock now outstanding are fully
paid and non-assessable.
There are no outstanding options, warrants or calls to purchase any
of the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change
in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------
Market Information.
- -------------------
The Company's common stock last traded in July, 1989, in the "Pink
Sheets" published by the National Quotation Bureau, Inc. The Company has
submitted for listing on the OTC Bulletin Board of the National Association of
Securities Dealers ("NASD"); however, management does not expect any public
market to develop unless and until the Company completes an acquisition,
reorganization or merger. In any event, no assurance can be given that any
market for the Company's common stock will develop or be maintained. If a
public market ever develops in the future, the sale of "unregistered" and
"restricted" shares of common stock pursuant to Rule 144 of the Securities and
Exchange Commission by certain large stockholders may have a substantial
adverse impact on any such public market, and such stockholders (Chiricahua
Company and Network Associates) have already satisfied the "holding period"
requirement of Rule 144. See the caption "Security Ownership of Certain
Beneficial Owners and Management," Part I, Item 4, of this Registration
Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 356.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock and does not intend to declare dividends in the foreseeable
future. The future dividend policy of the Company cannot be ascertained with
any certainty, and if and until the Company completes any acquisition,
reorganization or merger, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two fiscal years or as of the date of this Registration
Statement. The current accountant for the Company audited its last financial
statements for the fiscal year ended June 30, 1997.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
There have been no sales of unregistered securities of the Company in
the last three fiscal years.
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes
a Nevada corporation to indemnify any director, officer, employee, or
corporate agent "who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or
in the right of the corporation" due to his or her corporate role. Section
78.751(1) extends this protection "against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if he
or she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the
right of the corporation. The party must have been acting in good faith and
with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification must
not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or agent
is successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the
defense."
Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and 78.751(2) to situations in which either (1) the stockholders,
(2)the majority of a disinterested quorum of directors, or (3) independent
legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides
that the rights to indemnification and advancement of expenses shall not be
deemed exclusive of any other rights under any bylaw, agreement, stockholder
vote or vote of disinterested directors. Section 78.751(6)(b) extends the
rights to indemnification and advancement of expenses to former directors,
officers, employees and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements for the period ended
December 31, 1997 and June 30, 1997
-----------------------------------
Independent Auditors' Report
Balance Sheets for December 31, 1997 and June 30, 1997
Statements of Operations for the six months ended December 31, 1997, for
the years ended June 30, 1997 and June 30, 1996, and from inception April
15, 1977 through December 31, 1997
Statements of Stockholders' Equity
Statements of Cash Flows for the six months ended December 31, 1997, for
the years ended June 30, 1997, and June 30, 1996 and inception through
December 31, 1997
Notes to the Financial Statements
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation dated September 19, 1977 for
Sierra Development (Utah).
3.2 Articles of Amendment dated July 5, 1979,
respecting change in Board of Directors (Utah).
3.3 Articles of Amendment dated April 15, 1987,
respecting change in authorized shares, par value,
pre-emptive rights and cumulative voting (Utah).
3.4 Articles of Incorporation dated May 11, 1987, for Cookie
Cup International (Nevada).
3.5 Certificate of Ownership and Merger between Sierra Development, a
Utah corporation and Cookie Cup International, a Nevada
corporation to change the Company's domicile to Nevada, filed on
June 30, 1987 (Nevada).
3.6 Bylaws
27 Financial Data Schedule
99 Certificate of Authority to Transact Business in the State of Utah
for Cookie Cup International filed July 16, 1996.
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
COOKIE CUP INTERNATIONAL
Date: 3/11/98 By/s/Charles Johnson
--------- ------------------------
Charles Johnson, Director
President and Sec/Tres
<PAGE>
Jones, Jensen & Company [letterhead]
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Cookie Cup International
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheets of Cookie Cup International (A
Development Stage Company) as of December 31, 1997 and June 30, 1997, and the
related statements of operations, stockholders' equity (deficit), and cash
flows for the six months ended December 31, 1997 and for the years ended June
30, 1997, 1996, and from inception on April 15, 1997 through December 31,
1997. 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. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion the financial statements referred to above present fairly, in
all material respects, the financial position of Cookie Cup International (A
Development Stage Company) as of December 31, 1997 and June 30, 1997 and the
results of its operations and its cash flows for the six months ended December
31, 1997 and for the years ended June 30, 1997, 1996, and from inception on
April 15, 1977 through December 31, 1997 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company does not have any significant operations.
Because the Company has no significant operations, there is substantial doubt
about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/Jones, Jensen & Company
Jones, Jensen & Company
February 9, 1998
<PAGE>
COOKIE CUP INTERNATIONAL
FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND JUNE 30, 1997
<PAGE>
<TABLE>
COOKIE CUP INTERNATIONAL
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
December 31, June 30,
1997 1997
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 2,000 $ 2,000
Total Current Liabilities 2,000 2,000
TOTAL LIABILITIES 2,000 2,000
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 50,000,000 shares
authorized of $0.001 par value,
50,000,000 shares issued and
outstanding 50,000 50,000
Additional paid-in capital 255,500 254,750
Deficit accumulated during the
development stage (307,500) (306,750)
Total Stockholders' Equity (Deficit) (2,000) (2,000)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
</TABLE>
<TABLE>
COOKIE CUP INTERNATIONAL
(A Development Stage Company)
Statements of Operations
<CAPTION>
From
For the Inception
Six Months on April 15,
Ended For the Years Ended 1977 Through
December 31, June 30, December 31,
1997 1997 1996 1997
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
EXPENSES (750) (2,750) - (307,500)
NET (LOSS) $ (750) $ (2,750)$ - $(307,500)
NET (LOSS) PER SHARE OF
COMMON STOCK $ (0.00) $ (0.00)$ -
</TABLE>
<TABLE>
COOKIE CUP INTERNATIONAL
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balance, April 15, 1977 - $ - $ - $ -
Common stock issued at an
average of $0.01 per share 50,000,000 50,000 253,500 -
Additional capital contributed - - 500 -
Net loss from the year ended
June 30, 1994 - - - (304,000)
Balance, June 30, 1995 50,000,000 50,000 254,000 (304,000)
Net loss for the year ended
June 30, 1996 - - - -
Balance, June 30, 1996 50,000,000 50,000 254,000 (304,000)
Additional capital contributed - - 750 -
Net loss for the year ended
June 30, 1997 - - - (2,750)
Balance, June 30, 1997 50,000,000 50,000 254,750 (306,750)
Additional capital contributed - - 750 -
Net loss for the six months ended
December 31, 1997 - - - (750)
Balance, December 31, 1997 50,000,000 $ 50,000 $ 255,500 $(307,500)
</TABLE>
<TABLE>
COOKIE CUP INTERNATIONAL
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
From
For the Inception
Six Months on April 15,
Ended For the Years Ended 1977 Through
December 31, June 30, December 31,
1997 1997 1996 1997
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Loss $ (750) $ (2,750) $ - $ (307,500)
Increase in accounts payable - 2,000 - 2,000
Net Cash Used By Operating
Activities (750) (750) - (305,500)
CASH FLOWS FROM INVESTING
ACTIVITIES - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Contributed capital for expenses 750 750 - 2,000
Issuance of common stock for cash - - - 303,500
Net Cash Provided By Financing
Activities 750 750 - 305,500
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - - -
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD - - - -
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ - $ - $ - $ -
Cash Paid For:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
</TABLE>
COOKIE CUP INTERNATIONAL
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997 and June 30, 1997
NOTE 1 - ORGANIZATION AND HISTORY
a. Organization
The financial statements presented are those of Cookie Cup International
(the Company). The Company was originally incorporated under the laws of
the State of Utah on April 15, 1977. Subsequently the Corporation was
"re-incorporated" under the laws of the State of Nevada on May 11, 1987.
The Company is an outgrowth of a merger between Sierra Development, (A
Utah corporation that became public via an offering in October, 1977) and
Cookie Cup International, (A Nevada Corporation) that merged in 1987.
Sierra Development was organized as a "blind pool" corporation. Cookie
Cup International was organized to engage in the retail and wholesale
business of ice cream and frozen dessert novelties. The intended business
of the corporation was not successful and the corporation has been dormant
and operationally inactive for many years. The Company has been seeking
new business opportunities believed to hold a potential profit or to merge
with an existing, operating company.
b. Accounting Method
The Company's financial statements are prepared using the accrual method
of accounting. The Company has elected a June 30, year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
d. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding during the period of the
financial statements.
e. Provision for Taxes
At December 31, 1997, the Company has net operating loss carryforwards of
approximately $307,000 that may be offset against future taxable income
through 2012. No tax benefit has been reported in the financial
statements because the Company believes there is a 50% or greater chance
the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by a valuation allowance of
the same amount.
f. 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.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using 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 does not have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a
merger with an existing, operating company. In the interim, shareholders
of the Company have committed to meeting its minimal operating expenses.
NOTE 3 - RELATED PARTY TRANSACTIONS
A shareholder of the Company contributed $750 for expenses paid on behalf
of the Company in 1996. An additional $750 was contributed by the
shareholder in 1997.
ARTICLES OF INCORPORATION
OF
SIERRA DEVELOPMENT
We the undersigned natural persons of the age of twenty-one (21)
years or more, acting as incorporators of a corporation under the Utah
Business Corporation Act, adopt the following Articles of Incorporation
for such corporation.
ARTICLE I
Corporate Name
1.1 The name of the corporation is Sierra Development.
ARTICLE II
Duration
2.1 The period of its duration is perpetual.
ARTICLE III
Purposes
3.1 The purposes for which the corporation is organized are:
(a) To purchase or otherwise acquire, own, mortgage, pledge, sell,
manufacture, assign and transfer or otherwise dispose of, to invest,
trade, deal in and deal with goods, wares and merchandise and real and
personal property of every class and description and to generally engage
in, do and perform any enterprise, act or vocation that a natural person
might or could do or perform.
(b) To do any and all things permitted a corporation under the
applicable laws of the State of Utah and any other state or nation
wherein this corporation shall be licensed to transact business.
3.2 In connection with the above referred to pursuits and businesses,
this corporation shall have power to carry on other operations incidental
to the pursuits mentioned and shall have power ,to do any and all of the
things herein set forth to the same extent as natural persons could or
might do.
ARTICLE IV
Stock
4.1 The aggregate number of shares which the corporation shall have
authority to issue is 50,000 and each share shall have a par value of One
Dollar ($1.00), for total capital stock of the corporation in the amount
of $50,000.00
ARTICLE V
Consideration
5.1 The corporation will not commence business until consideration of the
value of at least $l,000.00 has been received for the issuance of shares.
ARTICLE VI
Pre-Emptive Rights
6.1 Shareholders shall have pre-emptive rights to acquire unissued or
additional shares and treasury shares of the corporation.
ARTICLE VII
Internal Affairs
7.1 Provisions for the regulation of the internal affairs of the
corporation are to be determined and set forth in the By-Laws, which
original By-Laws shall be subscribed and adopted by the board of
directors of the corporation. Thereafter, By-Laws may be adopted,
amended or repealed either by shareholders or by the board of directors
in accordance with the By-Laws.
ARTICLE VIII
Registered Office
8.1 The address of the initial registered office of the corporation is
7258 West Majestic Way, Magna, Utah, and the name of its initial
registered agent at such address is Michael A. Cameron.
ARTICLE IX
Directors
9.1 The number of directors constituting the initial board of directors
of the corporation is five and the names and addresses of the persons who
are to serve as directors until the first annual meeting of stockholders
or until their successors are elected and shall qualify are:
Name Address
Milburn D. Kendall, Sr. 3469 Muriel Way
Granger, Utah 84119
Phone - 299-2731
Michael A. Cameron 7258 West Majestic Way
Magna, Utah 84044
Phone - 250-7522
Kirk A. Umphrey 1360 W. Atherton Drive
Salt Lake City, Utah 84107
Phone - 266-5702
Michael C. Jones 4653 Colgate Street
Granger, Utah 84120
Phone - 298-2260
Jack D. Williams 5076 Stardust Drive
Salt Lake City, Utah 84118
Phone - 299-6687
ARTICLE X
Incorporators
10.1 The name and address of each incorporator is:
Milburn D. Kendall, Sr. 3669 Muriel Way
Granger, Utah 84119
Phone - 299-2731
Michael A. Cameron 7258 W. Majestic Way
Magna, Utah 84044
Phone - 250-7522
Kirk A. Umphrey 1360 W. Atherton Drive
Salt Lake City, Utah 84107
Phone - 266-5702
Michael G. Jones 6653 Colgate Street
Granger, Utah 84120
Phone - 298-2260
Jack D. Williams 5076 Stardust Drive
Salt Lake City, Utah 84118
Phone - 299-6687
ARTICLE XI
Transfer of Shares
11.1 After stock has been issued by the corporation, no transfer of said
stock by any stockholder shall be binding upon this corporation until the
expiration of six months after the company, through its secretary, and
each stockholder of the company shall have received written notice from
the stockholder of the proposed transfer of sale. The notice shall state
the number of shares proposed to be transferred, either with or without
consideration, or sold, the price at which the proposed transfer or sale
is to be made and the name of the prospective transferee or buyer. At any
time during said six-month period the corporation shall have the first
option to purchase all or any part of said shares and each stockholder
shall have the second option to purchase all or any part of said shares
not taken by this corporation at a price equal to the price offered by
the prospective transferee or buyer or the fair market value of the same
at the time of receipt of such notice, whichever is less. The fair market
value of the shares proposed to be transferred or sold shall be
determined by three independent appraisers who are competent to make such
appraisal and who shall be appointed by the board of directors of the
corporation. In the event the corporation exercises its option it shall
purchase said shares out of the earned surplus and the unrestricted and
unreserved capital surplus available therefor. In the event the
corporation fails to exercise its option to purchase all or any part of
the shares shown in the notice and if any stockholder exercises its
option, then such stockholder shall have the right to purchase all of the
remaining shares; and in the event two or more stockholders exercise
their options to purchase, then each such shareholder so exercising its
option, shall be entitled to purchase the percentage of such remaining
shares as is equal to the percentage which that particular stockholder's
ownership in the corporation bears to the total ownership of all
stockholders exercising their options. This section shall be inoperative
where the written consent of all of the stockholders of record at the
time of any such proposed transfer or sale is first had and obtained or
where a gift of stock is being made by one stockholder to another
stockholder of the company.
ARTICLE XII
Acquisition of Own Shares
12.1 The corporation shall have power to purchase, hold, sell and
transfer shares of its own capital stock, bonds, and other obligations of
this corporation from time to time to such extent and in such manner and
upon such terms as its board of directors may determine.
DATED this 21 day of May, 1977.
/s/Milburn D. Kendall, Sr.
/s/Michael A. Cameron
/s/Kirk A. Umphrey
/s/Michael G. Jones
/s/Jack D. Williams
STATE OF UTAH )
)SS.
COUNTY OF SALT LAKE )
On the 10 day of June, 1977 personally appeared before me Milburn
D. Kendall Sr., Michael A. Cameron, Kirk A. Umphrey, Michael G. Jones and
Jack C. Williams who being by me first duly sworn, declared that they are
the signers of the foregoing document as incorporators and that the
statements therein contained are true.
/s/Robert W. Cameron
NOTARY PUBLIC
Residing at Salt Lake City Utah
My Commission Expires: 12/27/77
ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION OF SIERRA DEVELOPMENT
WE, THE UNDERSIGNED, being the President and Secretary of SIERRA
DEVELOPMENT, do hereby set forth the following Articles of Amendment.
(a) The name of the Corporation is SIERRA DEVELOPMENT.
(b) Article IX is hereby, amended by striking the whole of said Article
therefrom and substituting the following in its place:
ARTICLE IX
DIRECTORS
The number of Directors constituting the current Board of Directors
is five (5) and the names of the persons who are currently serving as the
Directors of the Corporation are as follows: Michael A. Cameron, Kirk A.
Umphrey, Richard Welch, Joan Welch, and Camille Cameron.
The Board of Directors is authorized by Resolution to reduce the
number of Directors required to a minimum of three (3).
(c) The date of the adoption of the Amendment by the Shareholders
was May 21, 1979.
(d) The number of shares outstanding and the number of shares
entitled to vote on said Amendment was 6,000 shares of voting common
stock.
(e) The number of shares of common stock voting in favor of said
Amendment was 4,000 shares.
(f) The Amendment does not provide for an exchange or re-classification
or cancellation of any issued shares.
(g) The Amendment does not change the total amount of stated
capital of the Corporation.
IN WITNESS WHEREOF, the President and Secretary have duly executed
this Amendment the 25 day of June, 1979.
/s/Michael A. Cameron, President
/s/Kirk A. Umphrey, Secretary
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE)
On the 26 day of June, 1979, personally appeared before me, MICHAEL A.
CAMERON and KIRK A. UMPHREY, who being by me duly sworn did say, each for
himself, that he, the said MICHAEL A. CAMERON is the President, and he,
the said KIRK A. UMPHREY, is the Secretary of SIERRA DEVELOPMENT, and
that the within and foregoing instrument was signed in behalf of said
Corporation by authority of a Resolution of its Board of Directors, and
the said MICHAEL A. CAMERON and KIRK A. UMPHREY, each duly acknowledged
to me that said Corporation executed the same.
/s/Robert W. Cameron
NOTARY PUBLIC
Residing at: Salt Lake City, Utah
My Commission Expires: 12/28/81
A F F I D A V I T
STATE OF UTAH )
ss.
County of Salt Lake )
KIRK A. UMPHREY, being first duly sworn, deposes and says:
1. That he is the duly qualified and acting Secretary of SIERRA
DEVELOPMENT, a Utah Corporation, and as such, has custody of the books
and records of said Corporation.
2. He further says that the Minutes of a specially convened meeting
of the Shareholders on May 21, 1979, shows the following Resolution to be
unanimously adopted by the Shareholders:
"Resolved, that the Articles of Incorporation of Sierra Development
be amended to provide that only three (3) Directors are required to
operate the Corporation."
3. Said Resolution is in full force and effect and has not been
modified or revoked.
4. That MICHAEL A. CAMERON is now the duly elected and acting
President of the Corporation.
/s/Kirk A. Umphrey
Subscribed and sworn to before me this 26 day of June, 1979.
/s/Robert Cameron
NOTARY PUBLIC
Residing at: Salt Lake City,
Utah
My Commission Expires: 12/28/81
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SIERRA DEVELOPMENT
Pursuant to the provisions of the Utah Business Corporation Act,
the undersigned Corporation hereby adopts the following Articles of
Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is:
Sierra Development
SECOND: The following Amendments to the Articles of
Incorporation was duly adopted by the share holders of the
corporation:
ARTICLE IV. SHARES:
The aggregate number of shares which this corporation
shall have authority to issue is 50,000,000 shares of common stock
with a par value of $0.001 per share, each
of which shall have equal voting rights. The authorized
and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such
consideration as the Board of Directors shall
determine.
ARTICLE VII. PRE-EMPTIVE RIGHTS AND CUMULATIVE VOTING:
The shareholders of the corporation shall not have pre-
emptive rights to acquire issued or unissued treasury
shares of the corporation as provided under the Utah Business Corporation
Act. There shall be no cumulative voting on election of directors.
THIRD: The foregoing Amendments to the Articles of
Incorporation was adopted by the shareholders
of the corporation on the 10th day of April, 1987, in
the manner prescribed by the laws of Utah.
FOURTH: The number of shares outstanding on said date was
24,000 shares and the number of shares entitled to vote was
24,000.
FIFTH: The number of shares voted for said Amendment was
18,000 shares and the number of shares voted against such
Amendments was none.
SIXTH: No class of shares was entitled to vote thereon as a
class.
SEVENTH: The manner in which any exchange reclassification or
cancellation of issued and outstanding shares provided for here
shall be effective as follows:
Name Change
Capitalization
Forward of Shares
/s/Bennie Pellum, President
/s/A. Gene Pellum, Secretary
STATE OF UTAH )
)
County of Salt Lake )
On the 15th of April, 1987, personally appeared before me the above
signed persons, known to me to be the President and Secretary of Sierra
Development, and upon being duly sworn, did state state that the
foregoing instrument was voluntarily signed by them for the purposes
above stated.
/s/Lisa Crowder
NOTARY PUBLIC: Residing in
Salt Lake City, Utah
My Commission Expires:
June 15th, 1989
ARTICLES OF INCORPORATION
OF
COOKIE CUP INTERNATIONAL
I (We), the undersigned natural person(s) of the age(s) of twenty-one
(21) or more, acting as Incorporator(s) of a corporation under the
General Corporation Law of Nevada, adopt the following Articles of
Incorporation:
ARTICLE I
The name of the corporation is:
Cookie Cup International
ARTICLE II
Its principal office in the State of Nevada is located at 3318
China Drive, Las Vegas, Nevada 89121. This Corporation may maintain an
office, or offices, in such other place within or without the State of
Nevada as may be from time to time designated by the Board of Directors,
or by the By-Laws of said Corporation, and that this Corporation may
conduct all Corporation business of every kind and nature, including the
holding of all meetings of Directors and Stockholders, outside the State
of Nevada as well as within the State of Nevada.
ARTICLE III
The objects for which this Corporation is formed are: to engage in
any lawful activity, including, but not limited to the following:
1. Shall have such rights, privileges and powers as may be
conferred upon corporations by any existing law.
2. May at any time exercise such rights, privileges and powers,
when not inconsistent with the purposes and objectives for which this
Corporation is organized.
3. Shall have power to have succession by its corporate name for
the period limited in its certificate or Articles of Incorporation, and
when no period is limited in its certificate or Articles of
Incorporation, and when no period is limited, perpetually, or until
dissolved and its affairs wound up according to law.
4. Shall have power to sue and be sued in any court of law or
equity.
5. Shall have power to make contracts.
6. Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with
its franchises. The power to hold real and personal estate shall include
the power to take the same by devise or bequest ln the State of Nevada,
or in any other state, territory or country.
7. Shall have power to appoint such officers and agents as the
affairs of the Corporation shall require, and to allow the suitable
compensation thereof.
8. Shall have power to make by-laws not inconsistent with the
Constitution and laws of the United States, or of the State of Nevada,
for the management, regulation and government of its affairs and
property, the transfer of its stock, the transaction of its stockholders.
9. Shall have power to wind up and dissolve itself, or be wound up
or dissolved.
10. Shall have power to adopt and use a common seal or stamp, and
alter the same at pleasure. The use of a seal or stamp by the Corporation
on any corporate documents is not necessary. The Corporation may use a
seal or stamp, if it desires, but such use or nonuse shall not in any way
affect the legality of the document.
11. Shall have power to borrow money and contract debts when
necessary for the transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, or for any other lawful
purpose of its incorporation; to issue bonds, promissory notes, bills of
exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secures by mortgage,
pledge or otherwise, or unsecured, for money borrowed, or in payment for
property purchased, or acquired, or for any other lawful object.
12. Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities, or evidences of the
indebtedness created by, any corporation or corporations of the State of
Nevada, or any other state of government, and, while owners of such
stock, bonds, securities or evidences of indebtedness, to exercise all
the rights, powers and privileges of ownership, including the right to
vote, lf any.
13. Shall have power to purchase, hold, sell and transfer shares of
its own capital stock, and use therefor its capital, capital surplus, or
other property or fund.
14. Shall have power to conduct business, have one or more offices,
and hold, purchase, mortgage and convey real and personal property in the
State of Nevada and in any of the several states, territories,
possessions independencies of the United States, the District of
Columbia, and any foreign countries.
15. Shall have power to do all and everything necessary and proper
for the accomplishment of the objects enumerated in its certificate or
Articles of Incorporation, or any amendment thereof, or necessary or
incidental to the protection and benefit of the corporation, and, in
general, to carry on any lawful business necessary or incidental to the
attainment of the objects of the Corporation whether or not such business
is similar in nature to the objects set forth in the certificate or
Articles of Incorporation of the Corporation, or any amendment thereof.
16. shall have power to make donations for the public welfare or
for charitable, scientific or educational purposes.
17. Shall have power to enter into partnerships, general or
limited, or joint ventures, in connection with any lawful activities.
ARTICLE IV
That the total number of voting common stock authorized that may be
used by Corporation is Fifty Million (50,000,000) shares of stock with a
par value of One-tenth of a cent ($.001) per share and no other class of
stock shall be authorized. Said shares with a par value of $.001 may be
issued by the Corporation from time to time for such consideration as may
be fixed from time to time by the Board of Directors.
ARTICLE V
The governing board of this Corporation shall be known as
Directors, and the number of Directors may from time to time be increased
or decreased in such manner provided that the number of Directors shall
not be reduced to less than three (3), except that in cases where all the
shares of the corporation are unissued or owned beneficially and of
record by either one or two stockholders, the number of Directors may be
less than three (3), but not less than the number of stockholders
The names and post office address of the first Board of Directors
shall be two (2) ln number and listed as follows:
NAME POST OFFICE ADDRESS
Don H. Savage 2 Windsong
Sandy, Utah 84092
David M. Lamoreaux 662 E. Floyd Dr.
Sandy, Utah 84070
ARTICLE VI
The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay
the debts of the Corporation.
ARTICLE VII
The names and post office address of the Incorporators signing the
Articles of Incorporation are as follows:
NAME POST OFFICE ADDRESS
Don H. Savage 2 Windsong
Sandy, Utah 84092
David M. Lamoreaux 662 E. Floyd Dr.
Sandy, Utah 84070
ARTICLE VIII
The resident agent for this Corporation shall be:
NEVADA STOCK TRANSFER CORPORATION
The address of said agent, and the principal or auditory address of
this Corporation in the State of Nevada, shall be:
3318 China Drive
Las Vegas, Nevada 8912
ARTICLE IX
The Corporation is to have perpetual existence.
ARTICLE X
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-laws, if any adopted by the Stockholders, to
make, alter or amend the By-laws of the Corporation.
To fix the amount to be reserved as working capital over and above
its capital stock paid in; to authorize and cause to be executed,
mortgages and liens upon the real and personal property of this
Corporation.
By resolution passed by a majority of the whole Board, to designate
one (1) or more committees, each committee to consist of one or more of
the Directors of the Corporation, which, to the extent provided in the
resolution, or in the By-laws of the Corporation, shall have and may
exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation. Such committee, or committees,
shall have such name, or names, as may be stated in the By-laws of the
corporation or as may be determined from time to time by resolution
adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitles them to exercise at least a majority of the voting
power given at a Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority
of the voting stock issued and outstanding, the Board of Directors shall
have power and authority at any meeting to sell, lease or exchange all of
the property and assets of the Corporation, including its good will and
its corporate franchises, upon such terms and conditions as its Board of
Directors deems expedient and for the best interests of the corporation.
ARTICLE XI
No shareholder shall be entitled as a matter of right to subscribe
for or receive additional shares of any class of stock of the
corporation, whether now or hereafter authorized, or any bonds,
debentures or securities convertible into stock, but such additional
shares of stock or other securities convertible into stock may be issued
or disposed of by the board of directors to such persons and on such
terms as in its discretion it shall deem advisable.
ARTICLE XII
This Corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation,
in the manner now or hereafter prescribed by Statute, or by the Articles
of Incorporation, and all rights conferred upon Stockholders herein are
granted subject to this reservation.
WE, THE UNDERSIGNED, being the Incorporators hereinbefore named for
the purpose of forming a Corporation pursuant to the General Corporation
Law of the State of Nevada, do make and file these Articles of
Incorporation, hereby declaring and certifying that the facts herein
stated are true, and accordingly have hereunto set my hand the 7th day of
April, 1987.
/s/Don H. Savage
/s/David M. Lamoreaux
STATE OF UTAH )
)
County of Salt Lake )
On the 7th of April, 1987, personally appeared before me the above-signed
person(s), and upon being duly sworn, did state that the foregoing
instrument was voluntarily signed by them for the purpose above stated.
/s/Lisa Crowder
NOTARY PUBLIC: Residing
in Salt Lake County, Utah
My Commission Expires:
June 15, 1989
CERTIFICATE OF OWNERSHIP AND MERGER
(Pursuant to the General Corporation Law of Nevada)
Certificate of Ownership and Merger dated April 13, 1987,
between Sierra Development, a Utah corporation, hereinafter
referred to as "SD", and Cookie Cup International, a Nevada corporation,
hereinafter referred to as "Cookie Cup" and/or "Surviving Corporation";
and
W I T N E S S E T H:
WHEREAS, SD is a corporation duly organized and existing under the
laws of the State of Utah; and
WHEREAS, Cookie Cup is a corporation duly organized and existing
under the laws of the State of Nevada; and
WHEREAS, the Boards of Directors of Cookie Cup and SD deem
advisable for the mutual benefit of Cookie Cup, SD and their respective
shareholders, that SD be merged into Cookie Cup, on the terms and
conditions hereinafter set forth and in accordance with the applicable
laws of the State of Utah and the State of Nevada, and have approved this
Agreement and Plan of Merger (the "Agreement").
NOW, THEREFORE, in consideration of the mutual promises, covenants
and provisions hereinafter contained, the parties hereto, agree as
follows:
l. Separate Existence: Surviving Corporation. At the effective time
of the merger, the separate existence of SD shall cease and SD shall be
merged in accordance with the applicable provisions of the Utah Business
Corporation Act and the Nevada Corporation Law, into Cookie Cup, which
shall be the Surviving Corporation.
2. Governing Law. The laws which are to govern the Surviving
Corporation, Cookie Cup, are the laws of the State of Nevada. The
Certificate of Incorporation of Cookie Cup shall be the Certificate of
Incorporation of the Surviving Corporation, Cookie Cup, until the same
shall be altered or amended ln accordance with the laws of the State of
Nevada.
3. By-Laws. The by-laws of Cookie Cup, shall be the by-laws of the
Surviving Corporation until the same shall be, altered or amended. I
4. Directors and Officers. The directors and officers of Cookie
Cup, at the time of the merger, shall be the directors and officers of
the Surviving Corporation and shall be as follows:
Don H. Savage, President and Director
David M. Lamoreaux, Vice President and Director
Robert L. Olsen, Secretary and Director
5. Status and Conversion of Shares. The manner and basis of
Converting the shares of SD into shares of the Surviving Corporation, at
the time of the merger shall be as follows:
(a) Each outstanding share of SD shall be converted into and become
one share of $0.001 par value common stock of Cookie Cup.
(b) Each outstanding privilege or right to purchase shares of SD
common Stock shall, after time of merger, represent the privilege or
right to purchase the like number of shares of Cookie Cup, common stock.
The exercise price of each of such privilege or right shall remain
unchanged by reason of merger.
(c) After the time of the merger each outstanding certificate
representing shares of SD common stock, shall automatically be deemed to
represent a like number of shares of Cookie Cup.
6. Shareholders Vote. On April 10, 1987, at a special meeting of
shareholders of SD, held pursuant to 10 (ten) days notice, at which a
quorum was present in person or by proxy, the shareholders of SD
unanimously approved the Plan of Merger set forth herein.
7. Effect of Merger. At the effective time of the merger, the
Surviving Corporation, Cookie Cup, shall retain or succeed to, without
other transfer, and shall possess and enjoy all rights, privileges,
immunities, powers, purposes and franchises and be subject to all the
restrictions, disabilities and duties of each corporation. All property,
both real and personal, tangible and intangible and all debts due to
either corporation shall be vested in the Surviving Corporation.
IN WITNESS WHEREOF, this Agreement and Plan of Merger has been
signed by each of the Corporations which are the parties hereto and by
all of the Directors of each Corporation this ___ day of_____, 1987.
SIERRA DEVELOPMENT SIERRA DEVELOPMENT
a Utah corporation a Utah corporation
/s/Bennie Pellum, Director /s/Bennie Pellum, President
/s/Dennis Dunn, Director /s/Dennis Dunn, V. Pres.
/s/A. Gene Pellum, Director /s/A. Gene Pellum, Secretary
COOKIE CUP INTERNATIONAL COOKIE CUP INTERNATIONAL
a Nevada Corporation a Nevada Corporation
/s/Don H. Savage, Director /s/Don H. Savage, President
/s/Robert L. Olsen, Director /s/Robert L. Olsen, V. Pres.
/s/David M. Lamoreaux, Director /s/David M. Lamoreaux,Secretary
STATE OF UTAH )
)ss.
COUNTY OF SALT LAKE)
On the 29th day of June, 1987, personally appeared before
me, a Notary Public, Bennie Pellum, Dennis Dunn and A. Gene
Pellum, officers and directors of Sierra Development, a Utah,
Corporation, and Don H. Savage, Robert L. Olsen, and David M.
Lamoreaux, officers and directors of Cookie Cup International,
a Nevada corporation, who duly acknowledged to me that they
executed this agreement pursuant to a resolution of the Board of
Directors of said corporations and shareholders approval
thereof.
/s/Lisa Crowder
Notary Public
My Commission Expires
June 15, 1989 Residing in Salt Lake City, Utah
BY-LAWS
OF
SIERRA DEVELOPMENT
Article I - Offices
The office of the Corporation shall be located in the City and
State designated in the Articles of Incorporation. The Corporation may
also change and maintain the Corporate office at such other place or
places within or without the United States as the Board of Directors may,
from time to time, determine.
Article II - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held
within 11 months after the close of the Corporation year end, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.
Special meetings of the shareholders may be called at any time by the
Board of Directors or by the President, and shall be called by the
President or the Secretary at the written request of the holders of ten
percent (1O%) of the shares then outstanding and entitled to vote
thereat; or as otherwise required under the provisions of the Business
Corporation Act.
All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the
notices or waivers of notice of such meetings.
Notice of Meetings
(a) Written notice of each meeting of shareholders, whether annual or
special, stating the time, when and place where it is to be held, shall
be served either personally or by mail, not less than ten or more than
fifty days before the meeting, upon each shareholder of record entitled
to vote at such meeting, and to any other shareholder to whom the giving
of notice may be required by law. Notice of a special meeting shall also
state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be
taken that would, if taken, entitle shareholders to receive payment for
their shares pursuant to the Business Corporation Act, the notice of such
meeting shall include a statement of that purpose and to that effect. If
mailed, such notice shall be directed to each such shareholder at his
address, as it appears on the records of the shareholders of the
Corporation, unless he shall have previously filed with the Stock
Transfer Agent a written request that notices intended for him be mailed
to some other address, in which case, it shall be mailed to the address
designated in such request.
(b) Notice of any meeting need not be given to any person who may become
a shareholder of record after the mailings of such notice and prior to
the meeting, or to any shareholder who attends such meeting, in person or
by proxy, submits a signed waiver of notice either before or after such
meeting. Notice of any adjourned meeting of shareholders need not be
given, unless otherwise required by statute.
Quorum:
(a) Except as otherwise provided herein, or by statute, or the Articles
of Incorporation (such Articles and any amendments thereof being
hereinafter collectively referred to as the "Articles of Incorporation"),
at all meetings of shareholders holding of record a majority of the total
number of shares of the Corporation, then issued and outstanding
constitute a quorum for the transaction of any business. The withdrawal
of any shareholder after the commencement of a meeting shall have no
effect on the existence of a quorum, after a quorum has been established
at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the
holders of shares entitled to vote thereon, may adjourn the meeting. At
any such adjourned meeting at which a quorum is present, any business may
be transacted which might have been transacted at the meeting as
originally called if a quorum had been present.
Voting:
(a) Except as otherwise provided by statute or by the Articles of
Incorporation, any corporate action, other than the election of directors
to be taken by vote of the shareholders, shall be authorized by a
majority of votes cast at a meeting of shareholders by the holders of
shares entitled to vote thereon.
(b) Except as otherwise provided by statute or by the Articles of
Incorporation, at each meeting of shareholders, each holder of record of
shares of the Corporation entitled to vote thereat, shall be entitled to
one vote for each share registered in his name on the books of the
Corporation.
(c) Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the
instrument authorizing such proxy to act shall have been executed in
writing by the shareholder himself, or by his attorney-in-fact "hereunto
duly authorized in writing. No proxy shall be valid after the expiration
of eleven months from the date of its execution, unless the persons
executing I~` it shall have specified therein the length of time it is to
continue in force. Such instrument shall be exhibited to the Secretary at
the meeting and shall be filed with the records of the Corporation.
(d) Any resolution in writing, signed by all of the shareholders
entitled to vote thereon, shall be and constitute action by such force
and effect as if the same had been duly passed by unanimous vote at a
duly called meeting of shareholders and such resolution so signed shall
be inserted in the Minute Book of the Corporation under its proper date.
Article III - Board of Directors
Number, Election and Term of Office:
(a) The number of the directors of the Corporation shall be three (3),
unless and until otherwise determined by vote of a majority of the entire
Board of Directors. The number of Directors shall not be less than three,
unless all of the outstanding shares are owned beneficially and of record
by less than the number of shareholders.
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation,
who need not be shareholders, shall be elected by a majority of the votes
cast at a meeting of shareholders by the holders of shares entitled to
vote in the election.
(c) Each director shall hold office until the annual meeting of the
shareholders next succeeding his election, and until his successor is
elected and qualified, or until his prior death, resignation, or removal.
Duties and Powers:
The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the Corporation, and
may exercise all powers of the Corporation, except as are in the Articles
of Incorporation or by statute., expressly conferred upon or reserved to
the shareholders.
Annual and Regular Meetings; Notices:
(a) A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of shareholders.
(b) The Board of Directors, from time to time, may provide by resolution
for the holding of other regular meetings of the Board of Directors, and
may fix the time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the
meeting; provided, however, that in case the Board of Directors shall fix
or change the time or place of any regular meeting, notice of such action
shall be given to each director who shall not have been present at the
meeting at which such action was taken within the time limited, and in
the manner set forth in paragraph (b) of the special meetings, unless
such notice shall be waived in the manner set forth in paragraph (c) of
special meetings.
Special Meetings; Notice:
(a) Special Meetings of the Board of Directors shall be held whenever
called by the President or by one of the Directors at such time and place
as may be specified in the respective notices or waivers of notice
thereof.
(b) Notice of Special Meetings shall be mailed directly to each director,
addressed to him at his residence or usual place of business, at least
two (2) days before the day on which the meeting is to be held, or shall
be sent to him at such place by telegram, radio or cable, or shall be
delivered to him personally or given to him orally, not later than the
day before the day on which the meeting is to be held. A notice or waiver
of notice, except as required by vacancies of this Article III, need not
specify the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to
any director who shall attend such meeting without protesting prior
thereto or at its commencement, the lack of notice to him, or who submits
a signed waiver of notice, whether before or after the meeting. Notice of
any adjourned meetings shall not be required to be given.
Chairman:
At all meetings of the Board of Directors, the Chairman of the Board, if
any and if present, shall preside. If there shall be no Chairman, or he
shall be absent, then the President shall preside, and in his absence, a
Chairman chosen by the Directors shall preside.
Quorum and adjournments:
(a) At all meetings of the Board of Directors, the presence of a majority
of the entire Board shall be necessary and sufficient to constitute a
quorum for the transaction of business, except as otherwise provided by
law, by the Articles of Incorporation, or by these By-Laws.
(b) A majority of the Directors present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the
same from time to time without notice, until a quorum shall be present.
Manner of Acting:
(a) At ale meetings of the Board of Directors, each director present
shall have one vote, irrespective of the number of shares of stock, if
any, which he may hold.
(b) Except as otherwise provided by statute, by the Articles of
Incorporation or by these By-Laws, the action of majority of the
directors present at any meeting at which a Quorum is present shall be
the act of the Board of Directors. Any action authorized, in writing, by
all of the directors entitled to vote thereon and filed with the minutes
of the Corporation shall be the act of the Board of Directors with same
force and effect as if the same had been passed by unanimous vote at a
duly called meeting of the Board.
Vacancies:
Any vacancy in the Board of Directors occurring by reason of increase in
the number of directors, or by reason of the death, resignation,
disqualification, removal (unless a vacancy created by the removal of a
director by the shareholders shall be filled by the shareholders at the
meeting at which the removal was effected) or inability to act of any
director, or otherwise shall be filled for the unexpired portion of the
term by majority vote of the remaining directors, though less than a
quorum, at any regular meeting or special meeting of the Board of
Directors called for that purpose.
Resignation:
Any director may resign at any time by giving written notice
to the Board of Directors, the President or the Secretary of
the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of
Directors or such officer, and the acceptance of such resignation shall
not be necessary to make it effective.
Removal:
Any director may be removed with or without cause any time by the
shareholders, at a special meeting of the shareholders called for that
purpose, and may be removed for cause by action of the Board.
Salary:
No stated salary shall be paid to directors, as such, for their service,
but by resolution of the Board of Directors a fixed sum and expenses of
attendance, lf any, may be allowed for attendance at each regular or
special meeting of the Board; ~ provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Contracts:
(a) No contract or other transaction between this Corporation and any
other corporation shall be impaired, affected or invalidated, nor shall
any director be liable in any way by reason of the fact that any one or
more of the directors of this Corporation is or are interested in, or is
a director or officer, or are directors or officers of such other
corporation, provided that such facts are disclosed or made known to the
Board of Directors.
(b) Any director, personally and individually, may be a party to or may
be interested in any contract or transaction of this Corporation, and no
director shall be liable in any way by reason of such interest, provided
that the fact of such interest is disclosed or made known to the Board of
Directors, and provided that Board of Directors shall authorize, approve
or ratify such contract or transaction by the vote (not counting the vote
of any such director) of a majority of a quorum, notwithstanding the
presence of any such director at the meeting at which such action is
taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This section shall not be construed
to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common,
statutory or otherwise) applicable thereto.
Committees:
The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an
executive committee and such other committees, and alternate members
thereof, as they deem, powers and authority (to the extent permitted by
law) as may be provided in such resolution. Each such committee shall
serve at the pleasure of the Board.
Article IV - Officers
Number, Qualifications, Election and Term of Office:
(a) The officers of the Corporation shall consist of a President, a
Secretary, and such other officers, including one or more Vice
Presidents, as the Board of Directors may from time to time deem
advisable. Any officer may be, but is not required to be, a director of
the Corporation. Any two or more offices may be held by the same person,
except the office of President.
(b) The officers of the Corporation shall be elected by the stockholders
of the Corporation at the annual meeting of stockholders.
(c) Each officer shall hold office until the annual meeting of the
shareholders next succeeding his election, and until his successor shall
have been elected and qualified by the Board of Directors, or until his
death, resignation, or removal.
Resignation:
Any officer may be removed, either with or without cause, and a successor
elected by the Board of Directors.
Vacancies:
A vacancy in any office by reason of death, resignation, inability to
act, disqualification, or any other cause, may at any time be filled for
the unexpired portion of the term by the Board of Directors.
Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the Board
of Directors, each have such powers and duties as generally pertinent to
their respective offices as well as such powers and duties as may be set
forth in these By-Laws, or may from time to time be specifically
conferred or imposed by the Board of Directors. The President shall be
the chief executive officers of the Corporation.
Sureties & Bonds:
In case the Board of Directors shall so require, any officer, employee or
agent of the Corporation shall execute to the Corporation a bond in such
sum, and with such surety or sureties the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for tine'
accounting for all property, funds or securities of the Corporation which
may come into his hands.
Shares of Other Corporations:
Whenever the Corporation is the holder of shares of any other
Corporation, any right or power of the Corporation as such shareholder
(including the attendance, action and voting at shareholders' meetings
and execution of waivers, consents, proxies or other instruments) may be
exercised on behalf of the Corporation by the President, any Vice
President, or such other person as the Board of Directors may authorize.
Article V - Shares of Stock
(a) The certificates representing shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall be
numbered and registered in the order issued. They shall bear the holder's
name and the number of shares, and shall either be signed by the
President, Vice President, the Secretary, or any Assistant Secretary, or
a facsimile signature of any two of the above listed officers of the
Corporation. The stock certificates will require the signature of the
stock transfer agent, and may bear the Corporate Seal.
(b) No certificate representing shares shall be issued until the full
amount of consideration therefor has been paid, except as otherwise
permitted by law.
(c) The Board of Directors may authorize the issuance of certificates for
fractions of a share which shall entitle the holder to exercise voting
rights, receive dividends and participate in liquidating distributions in
proportion to the fractional holdings; or it may authorize the payment in
case of the fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined; or it may authorize
the issuance, subject to such conditions as may be permitted by law, of
scrip in registered or bearer from over the signature of an officer or
agent of the Corporation, exchangeable as therein provided for such
shares, but such scrip shall not entitle the holder to any rights of a
shareholder except as therein provided.
Lost or Destroyed Certificates:
The holder of any certificate representing shares of the Corporation
shall immediately notify the Corporation of any loss or destruction of
the certificate representing the same. The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it,
alleged to have been lost or destroyed. On producing of such evidence of
loss or destruction as the Board of Directors, in its discretion,
requires the owner of the lost or destroyed certificate, or his legal
representative, to give the Corporation a bond in such sum as the Board
may direct, and with such surety or sureties as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss,
liability or damage it may suffer on account of the issuance of the new
certificate. A new certificate may be issued without requiring any such
evidence or bond when in the Judgement of the Board of Directors, it is
proper to do so.
Transfer of Shares:
(a) Transfers of shares of the Corporation shall be made on the share
records of the Corporation only by the holder of record thereof, in
person or by his duly authorized attorney, upon surrender for
cancellation of the certificate or certificates representing such shares,
with an assignment or power of transfer endorsed thereon or delivered
therewith duly executed, with such proof of the authenticity of the
signature of authority to transfer and of payment of transfer fees and
taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or
other claim to, or interest in, such share or shares on the part of any
other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.
Record Date:
In lieu of closing the share records of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding fifty days, nor less
than ten days, as the record date for the determination of shareholders
entitled to receive notice of, or to vote at, any meeting of
shareholders., or to consent to any proposal without a meeting, or for
the purpose of determining shareholders entitled to receive payment of
any dividends, or allotment of any rights, or for the purpose of any
other action. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day
next preceding the day on which the meeting is held. The record date for
determining shareholders for any other purpose shall be at the close of
business on the day on which the resolution of the Directors relating
thereto is adopted. When a determination of shareholders of record
entitled to notice of or to vote at any meeting of shareholders has been
made as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.
Article VI - Dividends
Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amounts, and such time as the
Board of Directors may determine.
Article VII - Year End
The year end of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.
Article VIII - Corporate Seal
The corporate seal, if any, shall be in such form as shall be approved
from time to time by the Board of Directors.
Article IX - Amendments
By Shareholders:
All By-Laws of the Corporation shall be subject to alteration or repeal,
and new By-Laws may be made, by a majority vote of the shareholders at
the time entitled to vote in the election of directors.
By Directors:
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, By-Laws of the Corporation; provided, however,
that the shareholders entitled to vote with respect thereto as in this
Article IX above-provided may alter, amend or repeal By-Laws made by the
Board of Directors, except that the Board of Directors shall have no
power to change the quorum for meetings of shareholders or of the Board
of Directors, or to change any provision of the By-Laws with respect to
the removal of directors or the filling of vacancies in the Board of
Directors resulting from the removal by the shareholders. If any By-Laws
regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors,
the By-Laws so adopted, amended or repealed, together with a concise
statement of the change.
The undersigned certify the foregoing By-Laws have been adopted as the
first By-Laws of the Corporation in accordance with the requirements of
the Business Corporation Act.
Date: May 21, 1977
/s/Milburn D. Kendall, Sr.
/s/Michael A. Camerson
/s/Kirk A. Umphrey
/s/Michael G. Jones
/s/Jack D. Williams
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<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
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0
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<COMMON> 50000
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<OTHER-EXPENSES> 750
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State of Utah Application for
CERTIFICATE OF AUTHORITY
COOKIE CUP INTERNATIONAL
FILINC FEE: $75.00/SEND COMPLETED FORM IN DUPLICATE
Must be typewritten:
1. A cor~ration of the state of Nevada, incorporated 11th day of May
1987.
2. The corporations period of duration is perpetual.
3. The address of the corporation's principal office is:
455 East Fifth South, Suite #205, Salt Lake City, Utah 84111
4. The registered agent in Utah, is Branden R. Burningham
The street address of the registered office in Utah, is:
455 East Fifth South, Suite #205, Salt Lake City, Utah 84111
5. The business purposes to be pursued in Utah, are: general business
6. The corporation commenced or intends to commence business in Utah on:
Upon filing of this application.
7. The names and addresses of the corporation's directors and officers
are:
Director Charles Johnson, 3255 South 8820 West, Magna, Utah 84044
President Charles Johnson, 3255 South 8820 West, Magna, Utah 84044
Vice President
Secretary Charles Johnson, 3255 South 8820 West, Magna, Utah 84044
Treasurer Charles Johnson, 3255 South 8820 West, Magna, Utah 84044
8. A certification of Good Stantling from the State of Incorporation
dated no earlier than ninety (90) days prior to filing with this
office is attached to this application.
9. The corporalion shall use as its name in Utah. Cookie Cup
International
(The corporation shall use its name as set forth at the top of this
form unless this name is not available for use in Utah.)
Under penalties of perjury, I declare that this The undersigned
hereby accepts
application for Certificate of authority has been appointment as
Registered Agent for
examined by me and is, to the best off my the above named
knowledge and belief, true, correct and complete. corporation.
By:/s/ Branden T.
STATE OF UTAH Burningham
DIVISION OF CORPORATIONS
AND COMMERCIAL CODE By: /s/Charles Johnson
160 E. 300 SOUTH/BOX 45801 Title: President
SLC, UT 84145-0801 Dated: July 10, 1996
(801) 530-4849
