SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(Exact name of registrant in its charter)
Nevada 86-0874368
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
7910 Bermuda Road, Las Vegas, Nevada 89123
(Address of principal executive offices) (Zip Code)
(702) 898-3765
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, par value $.001
(Title of Class)
<PAGE>
Item 1. Description of Business
Background
Las Vegas Sports and Celebrity Hall of Fame, Inc., a Nevada corporation
(the "Company") was incorporated on February 7, 1991. The Company has no
operating history other than organizational matters, and was formed originally
to establish a sports and celebrity hall of fame in Las Vegas, Nevada. The
Company was unable to secure financing for this project, and the business plan
was discontinued.
The primary activity of the Company currently involves seeking merger
or acquisition candidates with whom it can either merge or acquire. The Company
has not selected any company for acquisition or merger and does not intend to
limit potential acquisition candidates to any particular field or industry, but
does retain the right to limit acquisition or merger candidates, if it so
chooses, to a particular field or industry. The Company's plans are in the
conceptual stage only.
The executive offices of the Company are located at 327 Esquina Drive,
Henderson, Nevada, 89014. Its telephone number is (702) 898-3765.
Plan of Operation - General
The Company's plan is to seek, investigate and, if such investigation
warrants, acquire an interest in one or more business opportunities presented to
it by persons or firms who or which desire to seek the perceived advantages of a
publicly held corporation. At this time, the Company has no plan, proposal,
agreement, understanding or arrangement to acquire or merge with any specific
business or company, and the Company has not identified any specific business or
company for investigation and evaluation. No member of Management or promotor of
the Company has had any material discussions with any other company with respect
to any acquisition of that company. The Company will not restrict its search to
any specific business, industry or geographical location, and the Company may
participate in a business venture of virtually any kind or nature. The
discussion of the proposed business under this caption and throughout this
Registration Statement is purposefully general and is not meant to be
restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.
The Company's potential success is heavily dependent on the Company's
management, which will have virtually unlimited discretion in searching for and
entering into a business opportunity. None of the officers and directors of the
Company has had any experience in the proposed business of the Company.
Management anticipates that it will only participate in one potential
business venture. This lack of diversification should be considered a
substantial risk in investing in the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
The Company may seek a business opportunity with a firm which only
recently commenced operations, or a developing company in need of additional
funds for expansion into new products or markets, or seeking to develop a new
product or service, or an established business which may be experiencing
financial or operating difficulties and is in the need for additional capital
which is perceived to be easier to raise by a public company. In some instances,
a business opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock. The Company may purchase assets and
establish wholly owned subsidiaries in various business or purchase existing
businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
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liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors. Potentially available business opportunities may occur in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be approved
by the Company's Board of Directors and will be in accordance with the industry
standards. Such fees are customarily between 1% and 5% of the size of the
transaction, based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate brokerage fee could, in certain circumstances, be paid to any
employee, officer, director or 5% shareholder of the Company, if such person
plays a material role in bringing a transaction to the Company.
As part of any transaction, the acquired company may require that
Management or other stockholders of the Company sell all or a portion of their
shares to the acquired company, or to the principals of the acquired company. It
is anticipated that the sales price of such shares will be lower than the
current market price or anticipated market price of the Company's Common Stock.
The Company's funds are not expected to be used for purposes of any stock
purchase from insiders. The Company shareholders will not be provided the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion of their shares in connection with an acquisition may influence
management's decision to enter into a specific transaction. However, management
believes that since the anticipated sales price will be less than market value,
that the potential of a stock sale by management will be a material factor on
their decision to enter a specific transaction.
The above description of potential sales of management stock is not
based upon any corporate bylaw, shareholder or board resolution, or contract or
agreement. No other payments of cash or property are expected to be received by
Management in connection with any acquisition.
The Company has not formulated any policy regarding the use of
consultants or outside advisors, but does not anticipate that it will use the
services of such persons.
The Company has, insufficient capital with which to provide the owners
of business opportunities with any significant cash or other assets. However,
management believes the Company will offer owners of business opportunities the
opportunity to acquire a controlling ownership interest in a public company at
substantially less cost than is required to conduct an initial public offering.
The owners of the business opportunities will, however, incur significant
post-merger or acquisition registration costs in the event they wish to register
a portion of their shares for subsequent sale. The Company will also incur
significant legal and accounting costs in connection with the acquisition of a
business opportunity including the costs of preparing post-effective amendments,
Forms 8-K, agreements and related reports and documents nevertheless, the
officers and directors of the Company have not conducted market research and are
not aware of statistical data which would support the perceived benefits of a
merger or acquisition transaction for the owners of a business opportunity.
The Company does not intend to make any loans to any prospective merger
or acquisition candidates or to unaffiliated third parties.
Sources of Opportunities
The Company anticipates that business opportunities for possible
acquisition will be referred by various sources, including its officers and
directors, professional advisers, securities broker-dealers, venture
capitalists, members of the financial community, and others who may present
unsolicited proposals.
The Company will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business and
professional people. It is not presently anticipated that the Company will
engage professional firms specializing in business acquisitions or
reorganizations.
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The officers and directors of the Company are currently employed in
other positions and will devote only a portion of their time (not more than one
hour per week) to the business affairs of the Company, until such time as an
acquisition has been determined to be highly favorable, at which time they
expect to spend full time in investigating and closing any acquisition for a
period of two weeks. In addition, in the face of competing demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by or
under the supervision of the officers and directors of the Company (see
"Management"). Management intends to concentrate on identifying prospective
business opportunities which may be brought to its attention through present
associations with management. In analyzing prospective business opportunities,
management will consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operation, if any; prospects for the future; present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services or trades; name
identification; and other relevant factors. Officers and directors of each
Company will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be
obtained.
It may be anticipated that any opportunity in which the Company
participates will present certain risks. Many of these risks cannot be
adequately identified prior to selection of the specific opportunity, and the
Company's shareholders must, therefore, depend on the ability of management to
identify and evaluate such risk. In the case of some of the opportunities
available to the Company, it may be anticipated that the promoters thereof have
been unable to develop a going concern or that such business is in its
development stage in that it has not generated significant revenues from its
principal business activities prior to the Company's participation. There is a
risk, even after the Company's participation in the activity and the related
expenditure of the Company's funds, that the combined enterprises will still be
unable to become a going concern or advance beyond the development stage. Many
of the opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company and,
therefore, its shareholders.
The Company will not restrict its search for any specific kind of
business, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is currently impossible to predict the status of any business
in which the Company may become engaged, in that such business may need
additional capital, may merely desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, franchise or licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing business. On the consummation
of a transaction, it is possible that the present management and shareholders of
the Company will not be in control of the Company. In addition, a majority or
all of the Company's officers and directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
Federal and state securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's Common Stock may have a depressive effect on such
market. While the actual terms of a transaction to which the Company
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may be a party cannot be predicted, it may be expected that the parties to the
business transaction will find it desirable to avoid the creation of a taxable
event and thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of
1986, as amended (the "Code"). In order to obtain tax free treatment under the
Code, it may be necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event, the
shareholders of the Company, including investors in this offering, would retain
less than 20% of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.
The manner in which each Company participates in an opportunity will
depend on the nature of the opportunity, the respective needs and desires of the
Company and other parties, the management of the opportunity, and the relative
negotiating strength of the Company and such other management.
With respect to any mergers or acquisitions, negotiations with target
company management will be expected to focus on the percentage of the Company
which target company shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a lesser percentage ownership interest in the Company following
any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event the Company acquires a target company with
substantial assets. Any merger or acquisition effected by the Company can be
expected to have a significant dilative effect on the percentage of shares held
by the Company's then shareholders, including purchasers in this offering.
The Company will not have sufficient funds to undertake any significant
development, marketing and manufacturing of any products which may be acquired.
Accordingly, following the acquisition of any such product, the Company will, in
all likelihood, be required to either seek debt or equity financing or obtain
funding from third parties, in exchange for which the Company would probably be
required to give up a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be able either to obtain
additional financing or interest third parties in providing funding for the
further development, marketing and manufacturing of any products acquired.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity the costs therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.
Management believes that the Company may be able to benefit from the
use of "leverage" in the acquisition of a business opportunity. Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness for a large percentage of the purchase price for that business.
Through a leveraged transaction, the Company would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. No assurance can be given as to
the terms or the availability of financing for any acquisition by the Company.
During periods when interest rates are relatively high, the benefits of
leveraging are not as great as during periods of lower interest rates because
the investment in the
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business opportunity held on a leveraged basis will only be profitable if it
generates sufficient revenues to cover the related debt and other costs of the
financing. Lenders from which the Company may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future borrowing, distribution,
and operating policies of the Company. It is not possible at this time to
predict the restrictions, if any, which lenders may impose or the impact thereof
on the Company.
Competition
The Company is an insignificant participant among firms which engage in
business combinations with, or financing of, development stage enterprises.
There are many established management and financial consulting companies and
venture capital firms which have significantly greater financial and personnel
resources, technical expertise and experience than the Company. In view of the
Company's limited financial resources and management availability, the Company
will continue to be a significant competitive disadvantage vis-a-vis the
Company's competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company" as
an issuer which is or holds itself out as being engaged primarily in the
business of investing, reinvesting or trading of securities. While the Company
does not intend to engage in such activities, the Company could become subject
to regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur significant
registration and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to review the
Company's activities from time to time with a view toward reducing the
likelihood the Company could be classified as an "investment company."
The Company intend to structure a merger or acquisition in such manner
as to minimize Federal and state tax consequences to the Company and to any
target company.
Employees
The Company's only employees at the present time are its officers and
directors, who will devote as much time as the Board of Directors determine is
necessary to carry out the affairs of the Company. (See "Management").
Item 2. Management's Discussion and Analysis or Plan of Operation
See "Business" above.
Item 3. Description of Property
The Company has the use of a limited amount of office space from Mr.
Christensen, a director and officer, at no cost. The Company pays its own
charges for long distance telephone calls and other miscellaneous secretarial,
photocopying and similar expenses. There is no rental agreement or cost for
these services.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information relating to the beneficial
ownership of Company common stock by those persons beneficially holding more
than 5% of the Company capital stock, by the Company's directors and executive
officers, and by all of the Company's directors and executive officers as a
group. The address of each person is care of the Company.
<TABLE>
<CAPTION>
Percentage
Name of Number of of Outstanding
Stockholder Shares Owned Common Stock
Charles F. Richards, Jr.
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<C> <C> <C>
327 Esquina Drive 120,000 2.0%
Henderson, NV 89014
David L. Christensen
7900 Four Seasons Drive 3,000,000 50.0%
Las Vegas, NV 89129
John Michael Eckert
PO Box 93984 90,000 1.5%
Las Vegas, NV 89193-3984
All officers and
directors as a group
(3 persons) 3,210,000 53.5%
</TABLE>
Item 5. Directors, Executive Officers, Promoters and Control Persons
The members of the Board of Directors of the Company serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Charles F. Richards, Jr. 54 President/Director
327 Esquina Drive
Henderson, NV 89014
David L. Christensen 49 Secretary/Director
7900 Four Seasons Drive
Las Vegas, NV 89129
John Michael Eckert 51 Treasurer/Director
PO Box 93984
Las Vegas, NV 89193-3984
</TABLE>
Mr. Charles F. Richards, Jr. has been a Director and President of the Company
since its inception on February 8, 1991. Since March of 1992, he has been owner
of and served as a Loan Officer for Equity First Mortgage, Inc. (formerly
Security Mortgage), Las Vegas, Nevada, where he sells and processes residential
mortgage loans for sale to FNMA/FHLMC, and the Veterans Administration. He is
also accountable for loan packages from initial application to funding as well
as being in charge of hiring, firing, and managing of loan officers and support
staff as owner/manager.
Since November 1991, Mr. Richards has served as a Director and President of
Charter Group International, Inc., in Las Vegas, Nevada.
From September, 1989 to March, 1992, he was a Loan Officer and Owner of MMI Home
Loans, Lancaster, CA, where he sold and processed residential mortgage loans for
sale to FNMA/FHLMC, and the Veterans Administration. He was also accountable for
loan packages from initial application to funding as well as being in charge of
hiring, firing, and managing of loan officers and support staff as
owner/manager. From July, 1988 he was a loan officer for Public Home Loans,
Sherman Oaks, CA, where he created and maintained an FHA Title 1 loan division
and sold and processed loans for sale to FNMA.
From November, 1971 to June, 1988, he was employed as a Tax Auditor, Collector,
and Supervisor for Texas Employment Commission, Austin, TX, where he audited and
collected taxes for unemployment insurance, testified
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in court for the State of Texas as an expert witness, served as supervisor in
charge of Enforcement Actions Unit for six years, and managed the daily
activities of a seven person support staff for seven years.
From June, 1971 to November, 1971 he was employed as an Assistant Manager for
Wyatt Cafeteria, Dallas, TX.
Mr. Richards received a B.B.A. degree in Industrial Management from Texas Tech
University (1971), and holds a
California Real Estate Broker License. He was an electronics technician in the
United States Air Force from 1961
to 1965, and attended Premier Schools for Real Estate, Culver City, California.
Mr. David L. Christensen has been a Director and Secretary of the Company since
inception on February 7, 1991.
Since 1992, he has been a Senior Loan Officer for Citibank (Nevada) N.A. where
he is the Citibank Western Region
Top Producer.
Since November 1990, he has served as a Director and President of Charter Group
International, Inc., Las Vegas, NV (OTC-BB).
From 1989 to 1992 he was a loan officer for Security Mortgage, Inc.
From 1980 to 1989 he was Vice-President of American Farms, Inc. where he worked
with international and U.S. Government financial institutions on the
implementation and development of projects. He also developed and managed
projects in third world countries.
From 1977 to 1980 he served as Vice-President of Finance and Administration of
International Development Corporation, Inc. where he implemented and directed
all financial affairs, interfaced with domestic and international institutions
regarding project development in Middle East Nations, and administered the
coordination of all corporate department heads.
From 1974 to 1977, he served as the manager for the loan department at First
Security Bank of Idaho where he originated and serviced commercial and mortgage
loans, including conventional, FHA, and VA loan types.
Additionally, he supervised department activities.
Mr. Christensen holds a Bachelor of Science degree in Business Administration
with a concentration in finance.
Mr. John Michael Eckert has been a Director and Treasurer of the Company since
February 8, 1991. Since 1992, Mr. Eckert has served as Executive Vice-President
of American Properties International, Inc., Las Vegas, NV where he was
responsible for all plant operations including purchasing, inventory control,
computer systems, processing and smelting schedules and administration. While
there, he implemented the first computer system for that company, did extensive
travel to Hong Kong, Tokyo, Taiwan, and Korea to set up trade shows and property
exhibitions featuring U.S. real estate, and established an international on-line
interactive computer network for real estate investments, portfolio planners and
trading companies.
Since November 1990, he has served as a Director and President of Charter Group
International, Inc., in Las Vegas, Nevada.
From 1988 through 1991 he was operations manager for Magic Lantern Group/Satiago
Gold, a mining company in Las Vegas, Nevada. While there, he was responsible for
initial setup of the corporation, writing company policies and guidelines, hired
key personnel, established operating budgets, and initiated early engineering
plans for mining operations in Nevada, California, and Canada.
From 1986 through 1987 he was employed as a sales engineer with Mobile
Communications, Inc., Las Vegas, Nevada where he sold, installed and operated
E.F. Johnson LTR Systems as well as setting up and licensing remote sites in
California, Arizona, Utah, and Nevada.
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In 1985, AGES Company employed Mr. Eckert, in Tucson, Arizona, as a supervisor.
From 1984 to 1988, he worked for Young Film Productions, Tucson, Arizona as a
Producer/Unit Production Manager and was responsible for scheduling feature
film, national television commercial, and television series production for film
companies shooting on location in southern Arizona and the Old Tucson Movie
Studios.
From 1981 to 1983, he served as a Sales Engineer for EF Johnson Company, Waseca,
MN, where he performed sales and system design of IMTS, ACS/Rydax, and Cellular
Telephone systems to both wire line and non wire line common carriers.
From 1976 to 1980 he was employed at Mark Webb Productions, Denver, Colorado,
where he produced numerous television commercials for Arby's Roast Beef, Coca
Cola, Lincoln Mercury, and Allstate Insurance among others.
From 1964 to 1967 he served in the United States Navy. He received an honorable
discharge and is a Vietnam veteran. He currently holds an FCC Radiotelephone
license as well as a LVMPD Gaming Card. He is also listed in the "Who's Who in
Corporate America", "Who's Who in Entertainment", and "Who's Who in
International Business."
Item 6. Executive Compensation
No compensation is paid or anticipated to be paid by the Company until
an acquisition is made.
On acquisition of a business opportunity, current management may resign
and be replaced by persons associated with the business opportunity acquired,
particularly if the Company participates in a business opportunity by effecting
a reorganization, merger or consolidation. If any member of current management
remains after effecting a business opportunity acquisition, that member's time
commitment will likely be adjusted based on the nature and method of the
acquisition and location of the business which cannot be predicted. Compensation
of management will be determined by the new board of directors, and shareholders
of the Company will not have the opportunity to vote on or approve such
compensation.
Directors currently receive no compensation for their duties as
directors.
Item 7. Certain Relationships and Related Transactions
Not Applicable.
Item 8. Description of Securities
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
50,000,000 shares of common stock, $.001 par value per share, of which 6,000,000
shares were outstanding as of December 31, 1997. Holders of shares of common
stock are entitled to one vote for each share on all matters to be voted on by
the stockholders. Holders of common stock have no cumulative voting rights.
Holders of shares of common stock are entitled to share ratably in dividends, if
any, as may be declared, from time to time by the Board of Directors in its
discretion, from funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, the holders of shares of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. Holders of common stock have no preemptive rights to
purchase the Company's common stock. There are no conversion rights or
redemption or sinking fund provisions with respect to the common stock. All of
the outstanding shares of common stock are fully paid and non-assessable.
Shares Eligible for Future Sale
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The outstanding shares of the Company are subject to resale
restrictions and, unless registered under the Securities Act of 1933 (the "Act")
or exempted under another provision of the Act, will be ineligible for sale in
the public market. Sales may be made after two years from their acquisition
based upon Rule 144.
In general, under Rule 144 as currently in effect a person (or persons
whose shares are aggregated) who has beneficially owned shares privately
acquired or indirectly from the Company or from an Affiliate, for at least two
years, or who is an Affiliate, is entitled to sell within any three-month period
a number of such shares that does not exceed the greater of 1% of the then
outstanding shares of the Company's Common Stock (approximately 60,000 shares)
or the average weekly trading volume in the Company's Common Stock during the
four calendar weeks immediately preceding such sale. Sales under Rule 144 are
also subject to certain manner of sale provisions, notice requirements and the
availability of current public information about the Company. A person (or
persons whose shares are aggregated) who is not deemed to have been an affiliate
at any time during the 90 days preceding a sale, and who has beneficially owned
shares for at least three years, is entitled to sell all such shares under Rule
144 without regard to the volume limitations, current public information
requirements, manner of sale provisions, or notice requirements.
Sales of substantial amounts of the Common Stock of the Company in the
public market could adversely affect prevailing market prices.
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PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
(a) Market Information
The Company's Common Stock has been listed on the NASD OTC Electronic
Bulletin Board sponsored
by the National Association of Securities Dealers, Inc. under the symbol "LVSC"
since November 24, 1997. There
has been no significant trading market for the Common Stock.
(b) Holders
As of February 28, 1998, there were 31 holders of Company
common stock.
(c) Dividends
The Company has not paid any dividends on its common stock.
The Company currently intends to retain any earnings for use in its business,
and therefore does not anticipate paying cash dividends in the foreseeable
future.
Item 2. Legal Proceedings
Not applicable.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Item 4. Recent Sales of Unregistered Securities
Not applicable.
Item 5. Indemnification of Directors and Officers
The Company has adopted provisions in its articles of incorporation
and bylaws that limit the liability of its directors and provide for
indemnification of its directors and officers to the full extent permitted under
the Nevada General Corporation Law. Under the Company's Certificate of
Incorporation, and as permitted under the Nevada General Corporation Law,
directors are not liable to the Company or its stockholders for monetary damages
arising from a breach of their fiduciary duty of care as directors. Such
provisions do not, however, relieve liability for breach of a director's duty of
loyalty to the Company or its stockholders, liability for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
liability for transactions in which the director derived as improper personal
benefit or liability for the payment of a dividend in violation of Nevada law.
Further, the provisions do not relieve a director's liability for violation of,
or otherwise relieve the Company or its directors from the necessity of
complying with, federal or state securities laws or affect the availability of
equitable remedies such as injunctive relief or recision.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that may result in a claim for indemnification by any director or
officer.
11
<PAGE>
PART F/S
The following financial statements are included herein:
Independent Auditor's Report
Balance Sheets at December 31, 1997, 1996 and 1995 Statement of
Operations for the three years ended December 31, 1997 Statement of
Stockholders' Equity Statement of Cash Flows for the three years ended
December 31, 1997 Notes to Financial Statements
PART III
Item 1. Index to Exhibits.
The following exhibits required by Part III of Form 1-A are filed
herewith:
Exhibit No. Document Description
2. Charter and Bylaws
2.1. Articles of Incorporation(1)
2.2 Amendment to Articles of Incorporation(1)
2.3 Bylaws(1)
3. Instruments Defining the rights of security holders
Not Applicable.
5. Voting Trust Agreement
Not Applicable.
6. Material Contracts
Not Applicable.
7. Material Foreign Patents
Not Applicable
(1) Filed herewith
12
<PAGE>
Item 2. Description of Exhibits.
See Item 1.
13
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: March 17, 1998
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
By:/s/ Charles F. Richards, Jr.
Charles F. Richards, Jr.
President
14
<PAGE>
Barry L. Friedman, P.C.
Certified Public Accountant
1582 Tulita Drive Office (702) 361-8414
Las Vegas, Nevada 89123 Fax No. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors January 21, 1998
Las Vegas Sports and Celebrity Hall of Fame, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Las Vegas Sports and
Celebrity Hall of Fame, Inc. (A Development Stage Company), as of December 31,
1997, December 31, 1996, and December 31, 1995, and the related statements of
operations, stockholders' equity and cash flows for the period January 1, 1997
to December 31, 1997 and the three years ended December 31, 1997, December 31,
1996 and December 31, 1995. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Las Vegas Sports and
Celebrity Hall of Fame, Inc. (A Development Stage Company), as of December 31,
1997, December 31, 1996 and December 31, 1995, and the results of its operations
and cash flows for the three years ended December 31, 1997, December 31, 1996
and December 31, 1995, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered losses from operations and has no
established source of revenue. This raises substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
<CAPTION>
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
December December December
31, 1997 31, 1996 31, 1995
<S> <C> <C> <C>
CURRENT ASSETS: $ 0 $ 0 $ 0
---------------- ---------------- ---------------
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
---------------- ---------------- ---------------
OTHER ASSETS: $ 0 $ 0 $ 0
---------------- ---------------- ---------------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
---------------- ---------------- ---------------
TOTAL ASSETS $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial
statements.
16
<PAGE>
<TABLE>
<CAPTION>
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
December December December
31, 1997 31, 1996 31, 1995
Current Liabilities:
<S> <C> <C> <C>
Accounts Payable $ 0 $ 0 $ 0
---------------- ---------------- ---------------
TOTAL CURRENT LIABILITIES $ 0 $ 0 $ 0
---------------- ---------------- ---------------
STOCKHOLDERS' EQUITY: (Note 1)
Common stock, $1.00 par
value, authorized
25,000 shares; issued
Dec. 31, 1995-5,000 shares $ 5,000
Dec. 31, 1996-5,000 shares $ 5,000
Common stock, $.001 par
value, authorized
50,000,000 shares; issued
and outstanding at
May 31, 1997-6,000,0000 shares $ 6,000
Additional paid in Capital (1,000) 0 0
Accumulated loss (6,890) (5,000) (5,000)
---------------- ---------------- ---------------
TOTAL STOCKHOLDERS' EQUITY $ (1,890) $ 0 $ 0
---------------- ---------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial statements and
audit report.
17
<PAGE>
<TABLE>
<CAPTION>
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Year Year Year Feb. 7, 1991
Ended Ended Ended (inception) to
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
INCOME: $ 0 $ 0 $ 0 $ 0
--------------- ---------------- ---------------- ---------------
EXPENSES:
Accounting 950 950
Filing Fees 940 940
General, Selling and
administrative $ 0 $ 0 $ 0 $ 5,000
--------------- ---------------- ---------------- ---------------
Total Expenses $ 1,890 $ 0 $ 0 $ 6,890
--------------- ---------------- ---------------- ---------------
Net Profit/Loss(-) $ (1,890) $ 0 $ 0 $ (6,890)
Net Profit/Loss(-)
per weighted share
(Note 1) $ .0003 $ .0000 $ .0000 $ (.0011)
Weighted average
shares outstanding 6,000,000 6,000,000 6,000,000 6,000,000
</TABLE>
See accompanying note to financial statements and audit report.
18
<PAGE>
<TABLE>
<CAPTION>
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock Paid-in lated
Shares Amount capital Deficit
Balance,
<S> <C> <C> <C> <C> <C> <C>
December 31, 1994 5,000 $ 5,000 $ 0 $ (5,000)
Net loss year ended
December 31, 1995 0
--------------- ---------------- ---------------- ---------------
Balance, Dec. 31, 1995 5,000 $ 5,000 $ 0 $ (5,000)
Net loss year ended
December 31, 1996 0
--------------- ---------------- ---------------- ---------------
Balance,
December 31, 1996 5,000 $ 5,000 $ 0 $ (5,000)
February 14, 1997
changed par value from
$1.00 to $.001 (4,995) 4,995
February 14, 1997
Forward Stock
Split 1,200:1
See Note 1 5,995,000 5,995 (5,995)
Net loss year ended
December 31, 1997 (1,890)
--------------- ---------------- ---------------- ---------------
Balance,
December 31, 1997 6,000,000 $ 6,000,000 $ (1,000) $ (6,890)
</TABLE>
See accompanying notes to financial statements and audit report.
19
<PAGE>
<TABLE>
<CAPTION>
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year Year Year Feb. 7, 1991
Ended Ended Ended (inception)
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1997 1996 1995 1997
Cash Flows from
Operating Activities:
<S> <C> <C> <C> <C>
Net Loss $ (1,890) $ 0 $ 0 $ (6,890)
Adjustment to
reconcile net loss
to net cash
provided by operating
activities 0 0 0 0
Changes in assets and
liabilities:
Increase in current
liabilities: 1,890 0 0 1,890
--------------- ---------------- ---------------- ---------------
Net cash used in
operating activities $ 0 $ 0 $ 0 $ (5,000)
Cash Flows from
investing activities 0 0 0 0
Cash Flows from
Financing Activities:
Issuance of common
stock 0 0 0 5,000
--------------- ---------------- ---------------- ---------------
Net increase (decrease)
in cash $ 0 $ 0 $ 0 $ 0
Cash, beginning of
period 0 0 0 0
--------------- ---------------- ---------------- ---------------
Cash, end of period, $ 0 $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial statements and audit report.
20
<PAGE>
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, December 31, 1996 and December
31, 1995
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 7, 1991, under the laws of the State of
Nevada, as Las Vegas Sports and Celebrity Hall of Fame, Inc.
On February 8, 1991, the Company issued 5,000 shares of its $1.00 par value
common stock for $ 5,000.
By February 14, 1997, the Company restated its Articles of Incorporation.
The Company authorized an increase in its capitalization from 25,000 common
shares to 50,000,000 common shares. Par value was changed from $1.00 to $0.001.
The Company also authorized a 1,200:1 forward split, increasing the currently
issued and outstanding stock from 5,000 to 6,000,000 common shares.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
The Company has had no operations since 1993 and is considered a
development stage company. Accounting policies and procedures have not been
determined except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid
since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
21
<PAGE>
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CON'T)
December 31, 1996
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other activities and may,
in the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
22
<PAGE>
ARTICLES OF INCORPORATION
OF
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
THE UNDERSIGNED natural person who is at least eighteen years of age, for
the purpose of forming a private corporation under and subject to the provisions
of NRS 78.010, et seq., hereby adopts the following articles of incorporation.
ARTICLE I
NAME: The name of the Corporation shall be Las Vegas Sports and
Celebrity Hall of Fame, Inc. (hereinafter referred to as the
"corporation")
ARTICLE II
DURATION: The corporation shall have perpetual existence.
ARTICLE III
PRINCIPAL OFFICE AND RESIDENT AGENT: The principal office of the
corporation shall be located at 105 East Reno Suite A-9, Las Vegas, Nevada
89119. The initial resident agent at such address is David L. Christensen. The
board of directors may establish, from time to time, other places of business
within and without the State of Nevada for the conduct of it's business.
ARTICLE IV
BUSINESS ACTIVITIES: The purpose of the corporation shall be to engage in
any lawful activity and any activities, necessary, convenient, or desirable to
accomplish such purpose, and to do all the other things incidental thereto which
are not forbidden by law or by these articles of incorporation.
ARTICLE V
SHARES OF STOCK: The total number of authorized shares of the corporation
is 25,000 common voting shares of the par value of $1.00 per share. The
consideration for the issuance of shares may be paid in whole or in part, in
money, labor, services, property or other things of value. When payment of the
consideration for the shares has been received by the corporation, such shares
shall be deemed to be fully paid. The judgement of the board of directors as to
the value of the consideration for the shares shall be conclusive.
ARTICLE VI
DIRECTORS: The business and affairs of the corporation shall be
conducted by a board of directors. The number of directors shall
<PAGE>
not be less than three, except beneficially and of record by either one or two
shareholders, the number of directors may be less than three but not less than
the number of shareholders. The number of directors shall be set forth in the
bylaws of the corporation and may be changed from time to time. Directors need
not be shareholders of the corporation nor residents of Nevada, but must be at
least 18 years old.
The following persons shall constitute the initial board of
directors until their successors are elected:
NAME: Mr. David L. Christensen ADDRESS: 105 East Reno, Suite A-
9, Las Vegas, NV 89119.
NAME: Mr. Scott Darst ADDRESS: 300 S. 4th., Suite 805, Las Vegas,
NV 89101.
NAME: Mr. Robert L. Moore ADDRESS: 300 S. 4th., Suite 805, Las
Vegas, NV 89101.
NAME: Mr. Ron Williams ADDRESS: 105 East Reno, Suite A-9, Las
Vegas, NV 89119.
The directors may, at any time prior to the first meeting of the board of
directors, elect or appoint additional directors not exceeding the number set
forth in the bylaws to serve until their successors are elected and qualified.
Thereafter, vacancies on the board of directors, however arising, may be filled
at any time and from time to time by the remaining directors.
The successors of the first board of directors shall be elected at the
annual meeting of the shareholders, to be held on the date and at the time
provided in the bylaws. The directors shall hold office for one year, or until
their successors shall have been duly elected and qualified as provided for in
the bylaws; provided, however, that any one or more of the directors may be
removed with or without cause at any time by a vote or written consent of the
shareholders representing not less than two thirds (2/3) of the issued and
outstanding capital stock entitled by voting power.
The board of directors shall elect or appoint a president, a secretary, a
treasurer, a resident agent, and such other officers or agents for the
administration of the business of the corporation as it shall from time to time
determine. Such persons need not be shareholders of the corporation nor members
of the board of directors.
ARTICLE VII
DIRECTORS' CONTRACTS: No contract or other transaction between this
corporation and one or more of its directors or any other person, partnership,
corporation, firm, association or entity in which one or more of this
corporation's directors are directors or officers or are financially interested,
shall be either void or voidable because of such relationship or interest, or
because such director or directors are present at the meeting of the Board of
Directors, or a committee thereof which authorizes, approves or ratifies such
contract or transaction, because his, her, or their votes are counted for such
purpose and each such director of this
<PAGE>
corporation is hereby released from liability which might otherwise exist from
such contract if: (a) the fact of such a relationship or interest is disclosed
or known to the board of directors or committee which authorizes, approves or
ratifies the contract or transaction; (b) the contract or transaction is
approved by sufficient vote or consent without counting the votes or consents of
such interested director; (c) the fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and they authorize,
approve or ratify such contract or transaction by vote or written consent; or
(d) the contract or transaction is fair and reasonable to the corporation. If
the fact of such relationship or interest is known, then the common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the board of directors or committee thereof which authorizes,
approves or ratifies such contract or transaction.
ARTICLE VIII
LIMITED LIABILITY OF OFFICERS AND DIRECTORS: No officer or director of the
corporation or its shareholders for damages for breach of a fiduciary duty as a
director or officer other than for: (a) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of laws of, or (b) the
payment of dividends in violation of NRS 78.600.
The corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him or her in his or her capacity
as a director, officer, employee or agent, or arising out of his or her status
as such, whether or not the corporation has the authority to indemnify him or
her against such liability and expenses.
The corporation shall indemnify all of its officers and directors, past,
present and future, against any and all expenses incurred by them, and each of
them, including but not limited to legal fees, judgements and penalties which
may be incurred, rendered or levied in any legal action brought against any act
or omission alleged to have been committed while acting within the scope of
their duties as officers or directors of the corporation.
ARTICLE IX
ASSESSMENTS: To the extent permitted by law, the private property of each
and every shareholder, officer and director of the corporation, real or
personal, tangible or intangible, now owned or hereafter acquired by any of
them, is and shall be forever exempt from all debts and obligations of the
corporation of any kind whatsoever. No paid-up stock and no stock issued as
fully paid up shall be subject to any assessment to pay any debt of the
corporation.
ARTICLE X
<PAGE>
NO PREEMPTIVE RIGHTS: Except as may otherwise provided by the board of
directors of the corporation, no holder of any shares of the stock of the
corporation shall have any preemptive right to purchase, subscribe for, or
otherwise acquire any shares of stock of the corporation of any class now or
hereafter authorized, or any securities exchangeable for or convertible into any
such shares, or any warrants or other instruments evidencing rights or options
to subscribe for, purchase, or otherwise acquire such shares.
ARTICLE XI
CUMULATIVE VOTING: At each election of directors of the corporation, each
holder of common stock of the corporation is entitled to as many votes as the
number of such shareholder's shares of stock multiplied by the number of
directors to be elected. A shareholder may cast all of such votes for a single
director or may distribute them among the number of directors to be elected as
such shareholder may see fit. As to all matters other than the election of
directors, each shareholder shall be entitled to one (1) vote for each share of
stock registered in such shareholder's name on the books of the corporation.
ARTICLE XII
AMENDMENT: These articles of incorporation may be amended by
the affirmative vote of a majority of the shares entitled to vote
on each such amendment.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
articles of incorporation on this 31 day of January, 1994.
David L. Christensen
STATE OF NEVADA )
)ss.
COUNTY OF CLARK )
On this 31 day of January, 1991, before me, personally appeared David L.
Christensen, who acknowledged to me that he executed the above articles of
incorporation of LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, Inc.
NOTARY PUBLIC
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF
INCORPORATION Las Vegas Sports and Celebrity
Hall of Fame, Inc.
(the Corporation)
That we, the undersigned, Charles F. Richards, Jr.
(President/Director) and David L. Christensen (Secretary/Director)
of the Corporation do hereby certify:
That the board of Directors of the Corporation at a meeting duly convened and
held on the 14th day of February, 1997, adopted a resolution to amend the
original articles as follows:
Article V is hereby amended to read as follows:
Fifth: SHARES OF STOCK
SHARES OF STOCK: The total number of authorized shares of the
corporation is 50,000,000 (fifty-million) common voting shares of the
par value of .001 per share. The consideration for the issuance of
shares may be paid in whole or in part, in money, labor, services,
property, or other things of value.
Additionally:
The currently issued and outstanding common stock of the corporation
being 5,000 shares, is hereby forward split on a 1,200 for 1 basis
making the currently issued and outstanding stock of the corporation
6,000,000 shares.
The number of shares of the Corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation are 5,000, that the said change(s)
and amendment has been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
Dated Wednesday, March 19th, 1997.
Las Vegas Sports and Celebrity Attest
Hall of Fame, Inc.
<PAGE>
By: By:
Charles F. Richards, Jr. David L. Christensen
President/Director Secretary/Director
State of Nevada )
)ss.
County of Clark )
The undersigned Notary Public certified, deposes and states
that Charles F. Richards, Jr. and David L. Christensen, personally
appeared before me and executed the foregoing on behalf of the
Corporation as it's President and Secretary respectively, this 19th
day of March, 1997.
By:
Notary Public in and for
said County and State
<PAGE>
Bylaws
of
Las Vegas Sports and Celebrity Hall of Fame, Inc.
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation Shall maintain a
principal office. The location of the principal office may be changed by the
Board of Directors. The Corporation also may have offices in such other places
as the Board may from time to time designate. The location of the initial
principal office of the Corporation shall be designated by resolution.
Article II
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held
at such place within or without the State of Nevada as shall be set forth in
compliance with these Bylaws. The meeting shall be held on the second Friday of
February of each year. If such day is a legal holiday, the meeting shall be on
the next
<PAGE>
business day. This meeting shall be for the election of Directors and for the
transaction of such other business as may properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by statute,
may be called by the President upon written request of the holders of 50% or
more of the outstanding shares entitled to vote at such special meeting. Written
notice of such meeting stating the place, the date and hour of the meeting, the
purpose or purposes for which it is called, and the name of the person by whom
or at whose direction the meeting is called shall be given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating the place, day, and hour
of the meeting, and in the case of a special meeting, the purpose or purposes
for which the meeting is called, which shall be delivered not less than ten or
more than fifty days before the date of the meeting, either personally or by
mail to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, addressed to the shareholder at his address as it
appears on the books of the Corporation, with postage thereon prepaid.
Attendance at the meeting shall constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or without
the State of Nevada, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting is otherwise called,
the place of meeting shall be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more than
fifty days prior to any meeting as the record date for the purpose of
determining shareholders entitled to notice of and to vote at such meetings of
the shareholders. The transfer books may be closed by the Board of Directors for
a stated period not to exceed fifty days for the purpose of determining
shareholders entitled to receive payment of and dividend, or in order to make a
determination of shareholders for any other purpose.
6. Quorum
<PAGE>
A majority of the outstanding shares of the Corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At a meeting resumed after
any such adjournment at which a quorum shall be present or represented, any
business may be transacted, which might have been transacted at the meeting as
originally noticed.
7. Voting
A holder of outstanding shares, entitled to vote at a meeting, may vote
at such meeting in person or by proxy. Except as may otherwise be provided in
the currently filed Articles of Incorporation, every shareholder shall be
entitled to one vote for each share standing in his name on the record of
shareholders. Except as herein or in the currently filed Articles of
Incorporation otherwise provided, all corporate action shall be determined by a
majority of the votes cast at a meeting of shareholders by the holders of shares
entitled to vote thereon.
8. Proxies
At all meeting of shareholders, a shareholder may vote in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
six months from the date of its execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by a majority of the shareholders entitled to vote with
respect to the subject matter thereof.
Article III
Board of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by its
Board of Directors. The Board of Directors may adopt such rules and regulations
for the conduct of their meetings and the management of the Corporation as they
appropriate under the circumstances. The Board shall have authority to authorize
changes in the Corporation's capital structure.
2. Number, Tenure and Qualification
<PAGE>
The number of Directors of the Corporation shall be a number between one
and five, as the Directors may by resolution determine from time to time. Each
of the Directors shall hold office until the next annual meeting of shareholders
and until his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held without other
notice than by this Bylaw, immediately after and, at the same place as the
annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by order of the
Chairman of the Board or the President. The Secretary shall give notice of the
time, place and purpose or purposes of each special meeting by mailing the same
at least two days before the meeting or by telephone, telegraphing or
telecopying the same at least one day before the meeting to each Director.
Meeting of the Board of Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business, but less than a quorum may adjourn any
meeting from time to time until a quorum shall be present, whereupon the meeting
may be held, as adjourned, without further notice. At any meeting at which every
Director shall be present, even though without any formal notice any business
may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall have one
vote. The act of a majority of Directors present at a meeting shall be the act
of the full Board of Directors, provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in the case
of death, resignation, or removal of any Director, or if the authorized number
of Directors is increased, or if the shareholders fail, at any meeting of the
shareholders, at which any Director is to be elected, to elect the full
authorized number of Directors to be elected at the meeting.
8. Removals
<PAGE>
Directors may be removed, at any time, by a vote of the shareholders
holding a majority of the shares outstanding and entitled to vote. Such vacancy
shall be filled by the Directors entitled to vote. Such vacancy shall be filled
by the Directors then in office, though less than a quorum, to hold office until
the next annual meeting or until his successor is duly elected and qualified,
except that any directorship to be filled by election by the shareholders at the
meeting at which the Director is removed. No reduction of the authorized number
of Directors shall have the effect of removing any Director prior to the
expiration of his term of office.
9. Resignation
A director may resign at any time by delivering written notification
thereof to the President or Secretary of the Corporation. A resignation shall
become effective upon it's acceptance by the Board of Directors has not acted
thereon within ten days from the date of it's delivery, the resignation shall be
deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the Board
of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action(s) taken unless his dissent shall be placed in
the minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
11. Compensation
By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors or a
stated salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
thereof.
12. When, due to a national disaster or death, a majority of the Directors are
incapacitated or otherwise unable to attend the meetings and function as
Directors, the remaining members of the Board of Directors shall have all the
powers necessary to function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum, until such time as all
Directors can attend or vacancies can be filled pursuant to these Bylaws.
13. The Board of Directors may elect from it's own number a
Chairman of the Board, who shall preside at all meetings of the
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prescribed from time to time by the Board of Directors. The
Chairman may by appointment fill any vacancies on the Board of
Directors.
Article IV
Officers
1. Number
The officers of the Corporation shall be a President, one or more Vice
Presidents, and a Secretary Treasurer, each of whom shall be elected by a
majority of the Board of Directors. Such other Officers and Assistant Officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. In it's discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of President and
Secretary. Any two or more offices may be held by the same person. Officers may
or may not be Directors or shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders. If the
election of Officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Each Officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written resignation
either to the President or to the Secretary. Unless otherwise specified therein,
such resignation shall take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors whenever
in it's judgement the best interests Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an Officer or agent shall not of
itself create contract rights. Any such removal shall require a majority vote of
the Board of Directors, exclusive of the Officer in question if he is also a
Director.
5. Vacancies
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A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, or is a new office shall be created, may be
filled by the Board of Directors for the unexpired portion of the term.
6. President
The president shall be the chief executive and administrative Officer of
the Corporation. He shall preside at all meetings of the stockholders and, in
the absence of the Chairman of the Board, at meetings of the Board of Directors.
He shall exercise such duties as customarily pertain to the office of President
and shall have general and active supervision over the property, business, and
affairs of the Corporation and over it's several Officers, agents, or employees
other than those appointed by the Board of Directors. He may sign, execute and
deliver in the name of the Corporation powers of attorney, contracts, bonds and
other obligations, and shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
7. Vice President
The Vice President shall have such powers and perform such duties as may
be assigned to him by the Board of Directors or the President. In the absence or
disability of the President, the Vice President designated by the Board or the
President shall perform the duties and exercise the powers of the President. A
Vice President may sign and execute contracts any other obligations pertaining
to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the stockholders
and of the Board of Directors and, to the extent ordered by the Board of
Directors or the President, the Minutes of meeting of all committees. He shall
cause notice to be given of meetings of stockholders, of the Board of Directors,
and of any committee appointed by the Board. He shall have custody of the
corporate seal and general charge of the records, documents and papers of the
Corporation not pertaining to the performance of the duties vested in other
Officers, which shall at all reasonable times by open to the examination of any
Directors. He may sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the Corporation and affix the seal
of the Corporation thereto. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and
disbursement of funds of the Corporation. He shall endorse on
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behalf of the Corporation for collection check, notes and other obligations, and
shall deposit the same to the credit of the Corporation in such bank or banks or
depositories as the Board of Directors may designate. He may sign, with the
President or such other persons as may be designated for the purpose of the
Board of Directors, all bills of exchange or promissory notes of the
Corporation. He shall enter or cause to be entered regularly in the books of the
Corporation full and accurate account of all monies received and paid by him on
account of the Corporation; shall at all reasonable times exhibit his books and
accounts to any Director of the Corporation upon application at the office of
the Corporation during business hours; and, whenever required by the Board of
Directors or the President, shall render a statement of his accounts. He shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such powers as
may be assigned to them by the Board of Directors.
11. Salaries
Salaries or other compensation of the Officers of the Corporation shall
be fixed from time to time by the Board of Directors, except that the Board of
Directors may delegate to any person or group of persons the power to fix the
salaries or other compensation of any subordinate Officers or agents. No Officer
shall be prevented from receiving any such salary or compensation by reason of
the fact that he is also a Director of the Corporation.
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or agent of
the Corporation shall execute to the Corporation a bond in such sums and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, monies or
securities of the Corporation, which may come into his hands.
Article V
Contracts, Loans, Checks and Deposits
1. Contracts
The Board of Directors may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation and such authority may be general or
confined to specific instances.
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2. Loans
No loan or advance shall be contracted on behalf of the Corporation, no
negotiable paper or other evidence of it's obligation under any loan or advance
shall be issued in it's name, and no property of the Corporation shall be
mortgaged, pledged, hypothecated or transferred as security for the payment of
any loan, advance, indebtedness or liability of the Corporation unless and
except as authorized by the Board of Directors. Any such authorization may be
general or confined to specific instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may select, or as may
be selected by an Officer or agent of the Corporation authorized to do so by the
Board of Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and evidence of
indebtedness of the Corporation shall be signed by such Officer or Officers or
such agent or agents of the Corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposits to the
credit of the Corporation in any of it's duly authorized depositories shall be
made in such manner as the Board of Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in the form
of an appropriate legal writing, which shall be signed by the President or Vice
President and by the Treasurer or by the Secretary, and sealed with the seal of
the Corporation. The seal may be facsimile, engraved or printed. Where such bond
or debenture is authenticated with the manual signature of an authorized Officer
of the Corporation or other trustee designated by the indenture of trust or
other trustee designated by the indenture of trust or other agreement under
which such security is issued, the signature of any of the Corporation's
Officers named thereon may be facsimile. In case any Officer who signed, or
whose facsimile signature has been used on any such bond or debenture, shall
cease to be an Officer of the Corporation for any reason before the same has
been delivered by the Corporation, such bond or debenture may nevertheless be
adopted by the Corporation and issued and delivered as though the person who
signed it or whose facsimile signature has been used thereon had not ceased to
be such Officer.
Article VI
Capital Stock
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1. Certificate of Share
The Shares of the Corporation shall be represented by certificates
prepared by the Board of Directors and signed by the President. The signatures
of such Officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or one of it's employees. All certificates for shares shall
be consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled except that in case of a lost, destroyed or mutilated certificate,
a new one may be issued therefor upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of proper evidence of authority
to transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall have the power to
appoint one or more transfer agents and registrars for the transfer and
registration of certificates of stock of any class, and may require that stock
certificates shall be countersigned and registered by one or more of such
transfer agents and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any certificate
theretofore issued by it alleged to have been lost or destroyed. The Board of
Directors may require the owner of such a certificate or his legal
representative to give the Corporation a bond in such sum and with such sureties
as the Board of Directors may direct to indemnify the Corporation as transfer
agents and registrars, if any, against claims that may be made on account of the
issuance of such new certificates. A new certificate may be issued without
requiring any bond.
5. Registered Shareholders
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder thereof, in fact, and
<PAGE>
shall not be bound to recognize any equitable or other claim to or on behalf of
this Corporation to any and all of the rights and powers incident to the
ownership of such stock at any such meeting, and shall have power and authority
to execute and deliver proxies and consents on behalf of this Corporation in
connection with the exercise by this Corporation of the rights and powers
incident to the ownership of such stock. The Board of Directors, from time to
time, may confer like powers upon any other person or persons.
Article VII
Indemnification
No Officer or Director shall be personally liable for any obligations of
the Corporation or for any duties or obligations arising out of any acts or
conduct of said Officer or Director performed for or on behalf of the
Corporation. The Corporation shall and does hereby indemnify and hold harmless
each person and his heirs and administrators who shall serve at any time
hereafter as a Director or Officer of the Corporation from and against any and
all claims, judgements and liabilities to which such persons shall become
subject by reason of his having heretofore or hereafter been a Director or
Officer of the Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by him as such
Director or Officer, and shall reimburse each such person for all legal and
other expenses reasonably incurred by him in connection with any such claim or
liability, including power to defend such persons from all suits or claims as
provided for under the provisions of the Nevada Revised Statutes; provided,
however, that no such persons shall be indemnified against, or by reimbursed
for, any expense incurred in connection with any claim or liability arising out
of his own negligence or willful misconduct. The rights accruing to any person
under the foregoing provisions of this section shall not exclude any other right
to which he may lawfully by entitled, nor shall anything herein contained
restrict the right of the Corporation to indemnify or reimburse such person in
any proper case, even though not specifically herein provided for. The
Corporation, it's Directors, Officers, employees and agents shall be fully
protected in taking any action or making any payment, or in refusing so to do in
reliance upon the advice of counsel.
Article VIII
Notice
Whenever any notice is required to be given to any shareholder or
Director of the Corporation under the provisions of the Articles of
Incorporation, or under the provisions of the Nevada Statutes, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. Attendance at any meeting shall constitute a waiver of
notice of
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L
such meetings, except where attendance is for the express purpose of objecting
to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws adopted by
a majority of the entire Board of Directors at any regular or special meeting.
Any Bylaw adopted by the Board may be repealed or changed by the action of the
shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be varied by
resolution of the Board of Directors.
Article XI
Dividends
The Board of Directors may at any regular or special meeting, as the
deem advisable, declare dividends payable out of the surplus of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of incorporation per sample
affixed hereto.
Friday, February 8th, 1991
Las Vegas Sports and Celebrity Hall of Fame, Inc.
By:
David L. Christensen
Secretary
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