UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
2
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(Exact name of registrant as specified in its charter)
Nevada 86-0874368
(State of organization) (I.R.S. Employer Identification No.)
327 Esquina Drive, Henderson, NV 89014
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 898-3765
Registrant's Attorney: Daniel G. Chapman, Esq., 2080 E. Flamingo
Road, Suite 112, Las Vegas, NV 89119 (702) 650-5660
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
ITEM 1. DESCRIPTION OF BUSINESS
Background
Las Vegas Sports and Celebrity Hall of Fame, Inc. (the "Company")
is a Nevada corporation formed on February 7, 1991. Its principal
place of business is located at 327 Esquina Drive, Henderson, NV
89014. The Company was organized to engage in any lawful
corporate business, including but not limited to, participating
in mergers with and acquisitions of other companies. The Company
has been in the developmental stage since inception and has no
operating history other than organizational matters.
On February 8, 1991, the Company issued a total of 5,000 shares
of its Common Stock to two founders, Charles F. Richards, Jr. and
David L. Christensen, at a price of $1.00 per share, for a total
of $5,000. Charles Richards, Jr. gifted some of his shares to 15
friends and business acquaintances, one of whom was Andrew W.
Berney. Mr. Berney then gifted some of his shares to a total of
14 friends and business acquaintances. All transfers were exempt
from the registration requirements of Section 5 of the Securities
Exchange Act of 1934, as amended, as provided in Section 4 of
that Act.
On June 6, 1997, the Company amended its Articles of
Incorporation, increasing the authorized number of capital shares
from 25,000 to 50,000,000 common shares. The Company also
assigned a par value of $0.001 to the common shares, and
authorized a forward split of the currently issued and
outstanding stock on a 1,200:1 basis, thereby increasing the
number of issued and outstanding shares from 5,000 to 6,000,000
common shares.
The primary activity of the Company currently involves seeking a
company or companies that it can acquire or with whom it can
merge. The Company has not selected any company as an acquisition
target or merger partner and does not intend to limit potential
candidates to any particular field or industry, but does retain
the right to limit candidates, if it so chooses, to a particular
field or industry. The Company's plans are in the conceptual
stage only.
The Board of Directors has elected to begin implementing the
Company's principal business purpose, described below under "Item
2, Plan of Operation". As such, the Company can be defined as a
"shell" company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules, and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan.
The Company is filing this registration statement on a voluntary
basis, pursuant to section 12(g) of the Securities Exchange Act
of 1934 (the "Exchange Act"), in order to ensure that public
information is readily accessible to all shareholders and
potential investors, and to increase the Company's access to
financial markets, and in order to adhere to the new Eligibility
Rules adopted by the NASD. In the event the Company's obligation
to file periodic reports is suspended pursuant to the Exchange
Act, the Company anticipates that it will continue to voluntarily
file such reports.
Risk Factors
The Company's business is subject to numerous risk factors,
including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company
has had no operating history and has received no revenues or
earnings from operations. The Company has no significant assets
or financial resources. The Company will, in all likelihood,
sustain operating expenses without corresponding revenues, at
least until it completes a business combination. This may result
in the Company incurring a net operating loss which will increase
continuously until the Company completes a business combination
with a profitable business opportunity. There is no assurance
that the Company will identify a business opportunity or complete
a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success
of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition, and
management of the identified business opportunity. While
management intends to seek business combinations with entities
having established operating histories, it cannot assure that the
Company will successfully locate candidates meeting such
criteria. In the event the Company completes a business
combination, the success of the Company's operations may be
dependent upon management of the successor firm or venture
partner firm together with numerous other factors beyond the
Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is, and will continue to be, an
insignificant participant in the business of seeking mergers and
joint ventures with, and acquisitions of small private entities.
A large number of established and well-financed entities,
including venture capital firms, are active in mergers and
acquisitions of companies which may also be desirable target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise,
and managerial capabilities than the Company. The Company is,
consequently, at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete
with numerous other small public companies in seeking merger or
acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no
arrangement, agreement, or understanding with respect to engaging
in a business combination with any private entity. There can be
no assurance the Company will successfully identify and evaluate
suitable business opportunities or conclude a business
combination. Management has not identified any particular
industry or specific business within an industry for evaluations.
The Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its
original shareholders, the Company never commenced any
operational activities. There is no assurance the Company will be
able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved, and without which the Company would
not consider a business combination in any form with such
business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no
significant operating history, losses, limited or no potential
for earnings, limited assets, negative net worth, or other
negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While
seeking a business combination, management anticipates devoting
up to twenty hours per month to the business of the Company. The
Company's officers have not entered into written employment
agreements with the Company and are not expected to do so in the
foreseeable future. The Company has not obtained key man life
insurance on its officers or directors. Notwithstanding the
combined limited experience and time commitment of management,
loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood
of continuing operations. See "MANAGEMENT."
CONFLICTS OF INTEREST - GENERAL. The Company's officers and
directors participate in other business ventures which compete
directly with the Company. Additional conflicts of interest and
non "arms-length" transactions may also arise in the event the
Company's officers or directors are involved in the management of
any firm with which the Company transacts business. The Company's
Board of Directors has adopted a resolution which prohibits the
Company from completing a combination with any entity in which
management serve as officers, directors or partners, or in which
they or their family members own or hold any ownership interest.
Management is not aware of any circumstances under which this
policy could be changed while current management is in control of
the Company. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS - CONFLICTS OF INTEREST."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Companies subject to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act") must provide certain information about
significant acquisitions, including certified financial
statements for the company acquired, covering one or two years,
depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or even preclude
the Company from completing an otherwise desirable acquisition.
Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act
are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company
has not conducted or received results of market research
indicating that market demand exists for the transactions
contemplated by the Company. Moreover, the Company does not have,
and does not plan to establish, a marketing organization. If
there is demand for a business combination as contemplated by the
Company, there is no assurance the Company will successfully
complete such transaction.
LACK OF DIVERSIFICATION. In all likelihood, the Company's
proposed operations, even if successful, will result in a
business combination with only one entity. Consequently, the
resulting activities will be limited to that entity's business.
The Company's inability to diversify its activities into a number
of areas may subject the Company to economic fluctuations within
a particular business or industry, thereby increasing the risks
associated with the Company's operations.
REGULATION. Although the Company will be subject to regulation
under the Securities Exchange Act of 1934, management believes
the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not
be engaged in the business of investing or trading in securities.
In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a
number of entities, the Company could be subject to regulation
under the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment company
and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal
determination from the Securities and Exchange Commission as to
the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject
the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's common stock will, in all
likelihood, result in shareholders of a private company obtaining
a controlling interest in the Company. Any such business
combination may require management of the Company to sell or
transfer all or a portion of the Company's common stock held by
them, or resign as members of the Board of Directors of the
Company. The resulting change in control of the Company could
result in removal of one or more present officers and directors
of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based
upon a business combination with a private concern which, in all
likelihood, would result in the Company issuing securities to
shareholders of such private company. Issuing previously
authorized and unissued common stock of the Company will reduce
the percentage of shares owned by present and prospective
shareholders, and a change in the Company's control and/or
management.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into
a business combination with an entity that desires to establish a
public trading market for its shares. A target company may
attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business
combination with the Company. The perceived adverse consequences
may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such
an offering, loss of voting control to public shareholders, and
the inability or unwillingness to comply with various federal and
state securities laws enacted for the protection of investors.
These securities laws primarily relate to registering securities
and full disclosure of the Company's business, management, and
financial statements.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
the Company may undertake. Typically, these transactions may be
structured to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize
the federal and state tax consequences to both the Company and
the target entity. Management cannot assure that a business
combination will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-
free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both
parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Management believes that any potential
target company must provide audited financial statements for
review, and for the protection of all parties to the business
combination. One or more attractive business opportunities may
forego a business combination with the Company, rather than incur
the expenses associated with preparing audited financial
statements.
BLUE SKY CONSIDERATIONS. Because the securities registered
hereunder have not been registered for resale under the blue sky
laws of any state, and the Company has no current plans to
register or qualify its shares in any state, holders of these
shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that
there may be significant state blue sky restrictions upon the
ability of new investors to purchase the securities. These
restrictions could reduce the size of any potential market. As a
result of recent changes in federal law, non-issuer trading or
resale of the Company's securities is exempt from state
registration or qualification requirements in most states.
However, some states may continue to restrict the trading or
resale of blind-pool or "blank-check" securities. Accordingly,
investors should consider any potential secondary market for the
Company's securities to be a limited one.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
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
desiring 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 any promoter of the
Company, or an affiliate of either, 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 may participate in business ventures of virtually
any kind or nature. Discussion of the proposed business under
this caption and throughout this Registration Statement is
purposefully general and is not meant to restrict the Company's
virtually unlimited discretion to search for and enter into a
business combination.
The Company may seek a combination with a firm which only
recently commenced operations, or a developing company in need of
additional funds to expand 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 needs additional capital which is perceived to
be easier to raise by a public company. In some instances, a
business opportunity may involve acquiring or merging 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 businesses or purchase existing
businesses as subsidiaries.
Selecting a business opportunity 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 liquidity (subject to restrictions of
applicable statutes) for all shareholders, and other items.
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.
Management believes that the Company may be able to benefit from
the use of "leverage" to acquire a target company. Leveraging a
transaction involves acquiring a business while incurring
significant indebtedness for a large percentage of the purchase
price of that business. Through leveraged transactions, the
Company would be required to use less of its available funds to
acquire a target company and, therefore, could commit those funds
to the operations of the business, to combinations with other
target companies, or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the
assets of the acquired business. If that business is not able to
generate sufficient revenues to make payments on the debt
incurred by the Company to acquire that business, 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 acquire a business, may
correspondingly increase the risk of loss to the Company. No
assurance can be given as to the terms or 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 business 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.
The Company has insufficient capital with which to provide the
owners of businesses significant cash or other assets. Management
believes the Company will offer owners of businesses 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 businesses
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 businesses. The Company does not intend to make any
loans to any prospective merger or acquisition candidates or to
unaffiliated third parties.
The Company will not restrict its search for any specific kind of
firms, 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 impossible to
predict at this time the status of any business in which the
Company may become engaged, in that such business may need to
seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company
may offer. However, the Company does not intend to obtain funds
in one or more private placements to finance the operation of any
acquired business opportunity until such time as the Company has
successfully consummated such a merger or acquisition. The
Company also has no plans to conduct any offerings under
Regulation S.
Sources of Opportunities
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.
Management, while not especially experienced in matters relating
to the new business of the Company, will rely upon their own
efforts and, to a much lesser extent, the efforts of the
Company's shareholders, in accomplishing the business purposes of
the Company. It is not anticipated that any outside consultants
or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective
merger/acquisition candidate, as the Company has no cash assets
with which to pay such obligation. There have been no
discussions, understandings, contracts or agreements with any
outside consultants and none are anticipated in the future. In
the past, the Company's management has never used outside
consultants or advisors in connection with a merger or
acquisition.
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.
The Company will not have sufficient funds to undertake any
significant development, marketing, and manufacturing of any
products which may be acquired. Accordingly, if it acquires the
rights to a product, rather than entering into a merger or
acquisition, it most likely would need to 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 to interest third parties in
providing funding for the further development, marketing and
manufacturing of any products acquired.
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 "Item 5). 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, among other factors, such matters as;
1. the available technical, financial and managerial resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which may
be available and the depth of that management
7. the potential for further research, development or
exploration
8. specific risk factors not now foreseeable but which then may
be anticipated to impact the proposed activities of the Company
9. the potential for growth or expansion
10. the potential for profit
11. the perceived public recognition or acceptance of products,
services or trades
12. name identification
Management 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.
Opportunities in which the Company participates will present
certain risks, many of which cannot be identified adequately
prior to selecting a specific opportunity. The Company's
shareholders must, therefore, depend on Management to identify
and evaluate such risks. Promoters of some opportunities may have
been unable to develop a going concern or may present a business
in its development stage (in that it has not generated
significant revenues from its principal business activities prior
to the Company's participation.) Even after the Company's
participation, there is a risk that the combined enterprise may
not become a going concern or advance beyond the development
stage. Other 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 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 as well as substantial
costs for accountants, attorneys, and others. If a decision is
made not to participate in a specific business opportunity the
costs 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 by the Company
of the related costs incurred.
There is the additional risk that the Company will not find a
suitable target. Management does not believe the Company will
generate revenue without finding and completing a transaction
with a suitable target company. If no such target is found,
therefore, no return on an investment in the Company will be
realized, and there will not, most likely, be a market for the
Company's stock.
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. Once a
transaction is complete, 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
transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.
It is anticipated that 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 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 references 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 the Company participates in an opportunity
with a target company 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 the target company's 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 dilutive effect on the percentage of shares
held by the Company's then shareholders, including purchasers in
this offering.
Management has advanced, and will continue to advance, funds
which shall be used by the Company in identifying and pursuing
agreements with target companies. Management anticipates that
these funds will be repaid from the proceeds of any agreement
with the target company, and that any such agreement may, in
fact, be contingent upon the repayment of those funds.
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 personal
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 at
significant competitive disadvantage vis-a-vis the Company's
competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
Form 10-SB.
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 securities. While the Company does not intend to engage
in such activities, the Company may obtain and 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 intends 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 Item 5).
ITEM 3. DESCRIPTION OF PROPERTY.
The Company neither owns nor leases any real property at this
time. The Company does have the use of a limited amount of office
space from one of the directors, Charles F. Richards, Jr., at no
cost to the Company, and Management expects this arrangement to
continue. The Company pays its own charges for long distance
telephone calls and other miscellaneous secretarial,
photocopying, and similar expenses. This is a verbal agreement
between Charles F. Richards, Jr. and the Board of Directors.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known to the Company,
as of June 14, 1999, to be a beneficial owner of five percent
(5%) or more of the Company's common stock, by the Company's
directors individually, and by all of the Company's directors and
executive officers as a group. Except as noted, each person has
sole voting and investment power with respect to the shares
shown.
<TABLE>
<S> <C> <C> <C>
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Charles F. Richards, 120,000 2.00%
Jr.
3065 Sunset Blvd.
Belleaire Bluff, FL
33770
Common David L. Christensen 3,000,000 50.00%
7900 Four Seasons Drive
Las Vegas, NV 89129
Common John Michael Eckert 90,000 1.50%
7910 Bermuda Rd
Las Vegas, NV 89123
Common Total Ownership over 5% 3,210,000 53.50%
and Directors and
Officers
</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 the stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.
There are no agreements for any officer or director to resign at
the request of any other person, and none of the officers or
directors named below are acting on behalf of, or at the
direction of, any other person.
The Company's officers and directors will devote their time to
the business on an "as-needed" basis, which is expected to
require 5-10 hours per month.
Information as to the directors and executive officers of the
Company is as follows:
<TABLE>
<S> <C> <C>
Name/Address Age Position
Charles F. Richards, 56 President/Direc
Jr. tor
3065 Sunset Blvd.
Belleaire Bluff, FL
33770
David L. Christensen 51 Secretary/Director
7900 Four Seasons Drive
Las Vegas, NV 89129
John Michael Eckert 52 Treasurer/Director
7910 Bermuda Rd
Las Vegas, NV 89123
</TABLE>
Charles F. Richards, Jr.; President
Mr. Charles F. Richards, Jr. has been Director and President of
the Company since February 8, 1991 (Initial Organizational
Meeting of the Board of Directors).
Since March of 1992, Mr. Richards has been owner of and served as
a Loan Officer for Equity First Mortgage, Inc. (formerly Security
Mortgage), Las Vegas, NV, where he sells and processes
residential mortgage loans for sale to FNMA/FHLMC, and VA. 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.
From September 1989 to March 1992, he was a Loan Officer and
Owner MMI Home Loans, Lancaster, CA, where he sold and processed
residential mortgage loans for sale to FNMA/FHLMC, and VA. 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 to September 1989, 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 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.
Education highlights include a B.B.A. degree in Industrial
Management from Texas Tech University (1971), a California Real
Estate Broker License (1990), being an electronics technician in
the United States Air Force from 1961 to 1965, and Attending
Premier Schools for Real Estate, Culver City, California (June
1990).
David L. Christensen; Secretary
Mr. David L. Christensen has been a Director and Secretary of the
Company since inception, February 7, 1991.
Since 1992, he has been a Senior Loan Officer for Citibank
(Nevada) N.A. where he is the Citibank Western Region's Top
Producer.
From 1989 to 1992, he was a loan officer for Security Mortgage,
Inc.
From 1980 to 1989, he was a 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 administrated 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.
He holds a Bachelor of Science degree in Business Administration
with a concentration in finance as well as having attended
numerous management and financial seminars through ABI, AMA,
Advanced Management Research International, and universities.
John Michael Eckert; Treasurer
Mr. John Michael Eckert has been a Director and Treasurer of the
Company since February 8, 1991 (Initial Organizational Meeting of
the Board of Directors).
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 the 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.
From 1988 through 1991, he was operations manager for Magic
Lantern Productions, an mining company in Las Vegas, Nevada.
While there, he was responsible for initial setup of 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.
In 1985, Mr. Eckert was employed by AGES Company, which was an
Independent Contractor to U.S. West, a local telephone company in
Tucson, Arizona. There, he worked as a supervisor, responsible
for area and cable wrecking as well as the installation of fiber
optic cables.
From 1984 to 1988, he worked at Young Film Productions, Tucson,
AZ, 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 E.F. Johnson
Company, Waseca, MN, where he performed sales and system design
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, CO, where he produced numerous television commercials for
advertisers including Arby's Roast Beef, Coca Cola, Lincoln
Mercury, and Allstate Insurance.
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 Las
Vegas Metropolitan Police Department 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."
Blank Check Experience
In addition to the experience described above, Mr. Charles F.
Richards, Jr. is or has been an officer and/or director of a
number of blank check companies.
Caye Chapel, Inc. - Officer and Director from September 1995
through October 1998. He resigned as part of a merger
agreement in October 1998. Mr. Richards received no
compensation as part of the merger, other than shares in
the surviving entity, which were granted in the same
amount as all other shareholders received.
Charter Group International, Inc. - Officer and Director
from November 1991 through August 1997. He resigned as
part of a merger agreement with Signature Brands, Inc.
Mr. Richards received no compensation as part of the
merger, other than shares in the surviving entity, which
were granted in the same amount as all other shareholders
received.
Travel Masters - Treasurer from March 1995 through May 1999.
He resigned as part of a merger agreement in May 1999.
Mr. Richards received no compensation as part of the
merger, other than shares in the surviving entity, which
were granted in the same amount as all other shareholders
received.
Bach-Hauser, Inc. - Secretary since October 1995.
Cherokee Leather, Inc. (name changed to Popstar
Communications, Inc.) - Treasurer since June 1997.
Sporlox Corporation - President since May 1998.
Quicksilver Investments, Inc. - Officer and Director since
January 1994.
In addition to the experience described above, Mr. David L.
Christensen is or has been an officer and/or director of a number
of blank check companies.
Charter Group International, Inc. - Officer and Director
from November 1990 through August 1997. He resigned as
part of a merger agreement with Signature Brands, Inc.
Mr. Christensen received no compensation as part of the
merger, other than shares in the surviving entity, which
were granted in the same amount as all other shareholders
received.
Bach-Hauser, Inc. - Treasurer since October 1995.
Cherokee Leather, Inc. (name changed to Popstar
Communications, Inc.) - Officer and Director since June
1997.
Relational Concepts, Inc. - President since April 1998.
In addition to the experience described above, Mr. John Michael
Eckert is or has been an officer and/or director of a number of
blank check companies.
Handell-Graff, Inc. - Treasurer from November 1995 through
March 1999. He resigned as part of a merger agreement
with Healthcomp Evaluation Services Corp. Mr. Eckert
received no compensation as part of the merger, other
than shares in the surviving entity, which were granted
in the same amount as all other shareholders received.
Charter Group International, Inc. - Officer and Director
from November 1990 through August 1997. He resigned as
part of a merger agreement with Signature Brands, Inc.
Mr. Eckert received no compensation as part of the
merger, other than shares in the surviving entity, which
were granted in the same amount as all other shareholders
received.
Asian-American International, Inc. - Treasurer since
November 1994.
Dream Team International, Inc. - Treasurer since March 1998.
Sporlox Corporation - Secretary since May 1998.
There is no family relationship between any of the officers and
directors of the Company. The Company's Board of Directors has
not established any committees.
Conflicts of Interest
Insofar as the officers and directors are engaged in other
business activities, management anticipates it will devote only a
minor amount of time to the Company's affairs. The officers and
directors of the Company may in the future become shareholders,
officers or directors of other companies which may be formed for
the purpose of engaging in business activities similar to those
conducted by the Company. The Company does not currently have a
right of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate
to the Company's proposed business operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation
which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities
of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the
officer or director. Subject to the next paragraph, if a
situation arises in which more than one company desires to merge
with or acquire that target company and the principals of the
proposed target company have no preference as to which company
will merge or acquire such target company, the company of which
the President first became an officer and director will be
entitled to proceed with the transaction. Except as set forth
above, the Company has not adopted any other conflict of interest
policy with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive
investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission
as to the status of the Company under the Investment Company Act
of 1940 and, consequently, any violation of such Act would
subject the Company to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's officers and/or directors receive any
compensation for their respective services rendered to the
Company, nor have they received such compensation in the past.
They have agreed to act without compensation until authorized by
the Board of Directors, which is not expected to occur until the
Registrant has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this
registration statement, the Company has no funds available to pay
directors. Further, none of the directors are accruing any
compensation pursuant to any agreement with the Company.
It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity
may desire to employ or retain one or more members of the
Company's management for the purposes of providing services to
the surviving entity, or otherwise provide other compensation to
such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of
management will not be a consideration in the Company's decision
to undertake any proposed transaction. Each member of management
has agreed to disclose to the Company's Board of Directors any
discussions concerning possible compensation to be paid to them
by any entity which proposes to undertake a transaction with the
Company and further, to abstain from voting on such transaction.
Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any
prospective merger or acquisition candidate, the proposed
transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may refer
a prospective merger or acquisition candidate to the Company. In
the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form
of cash consideration. However, if such compensation is in the
form of cash, such payment will be tendered by the acquisition or
merger candidate, because the Company has insufficient cash
available. The amount of such finder's fee cannot be determined
as of the date of this registration statement, but is expected to
be comparable to consideration normally paid in like
transactions. No member of management of the Company will receive
any finders fee, either directly or indirectly, as a result of
their respective efforts to implement the Company's business plan
outlined herein. Persons "associated" with management is meant to
refer to persons with whom management may have had other business
dealings, but who are not affiliated with or relatives of
management.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Registrant for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger
with any entity in which any of the Company's Officers,
Directors, principal shareholders or their affiliates or
associates serve as officer or director or hold any ownership
interest. Management is not aware of any circumstances under
which this policy may be changed through their own initiative.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan
described herein.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock is listed on the over-the-counter
market in the United States under the symbol LVSC. Management has
not undertaken any discussions, preliminary or otherwise, with
any prospective market maker concerning the participation of such
market maker in the after-market for the Company's securities and
management does not intend to initiate any such discussions until
such time as the Company has consummated a merger or acquisition.
There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
After a merger or acquisition has been completed, any or all of
the Company's officers and directors will most likely be the
persons to contact prospective market makers. It is also possible
that persons associated with the entity that merges with or is
acquired by the Company will contact prospective market makers.
The Company does not intend to use consultants to contact market
makers.
Market Price
The Registrant's Common Stock has not traded recently, and
therefore no quotes are available.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to the Company, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and
(ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets
forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny
stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in
the criteria for initial listing on the NASDAQ Small Cap market
and for continued listing. For initial listing, a company must
have net tangible assets of $4 million, market capitalization of
$50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years.
For initial listing, the common stock must also have a minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets
and a $1,000,000 market value of its publicly-traded securities.
In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction
with any merger or acquisition candidate which will allow the
Company's securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of the Company to qualify
its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market
value of, the Company's securities.
Holders
There are 31 holders of the Company's Common Stock. On February
8, 1991, the Company issued 5,000 shares of its Common Stock to
its two founders for $5,000. On June 6, 1997, the Company
authorized a forward stock split on a 1,200:1 basis, increasing
the issued and outstanding stock to 6,000,000 shares. All of the
issued and outstanding shares of the Company's Common Stock were
issued in accordance with the exemption from registration
afforded by Section 4(2) of the Securities Act of 1933.
Dividends
The Registrant has not paid any dividends to date, and has no
plans to do so in the immediate future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
With respect to the sales and transfers made, the Registrant
relied on Section 4(2) of the Securities Act of 1933, as amended.
No advertising or general solicitation was employed in offering
the shares. The securities were offered for investment only and
not for the purpose of resale or distribution, and the transfer
thereof was appropriately restricted.
Of the 6,000,000 shares outstanding, a total of 3,210,000 are
restricted and may not be sold other than pursuant to a
registration statement being in effect, pursuant to an exemption
from registration, or in accordance with Rule 144. In general,
under Rule 144, a person (or persons whose shares are aggregated)
who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of
shares which does not exceed the greater of one percent of the
then outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a
two-year holding period and who is not, and has not been for the
preceding three months, an affiliate of the Company.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Company's Articles of Incorporation authorizes the issuance
of 50,000,000 shares of Common Stock, $0.001 par value per share,
of which 6,000,000 are issued and outstanding. The shares are non-
assessable, without pre-emptive rights, and do not carry
cumulative voting rights. Holders of common shares are entitled
to one vote for each share on all matters to be voted on by the
stockholders. The shares are fully paid, non-assessable, without
pre-emptive rights, and do not carry cumulative voting rights.
Holders of common shares are entitled to share ratably in
dividends, if any, as may be declared by the Company from time-to-
time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of the Company, the
holders of shares of common stock are entitled to share on a pro-
rata basis all assets remaining after payment in full of all
liabilities.
Management is not aware of any circumstances in which additional
shares of any class or series of the Company's stock would be
issued to management or promoters, or affiliates or associates of
either.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this
Item 13 follow the index of financial statements appearing at
Item 15 of this Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its formation,
and Management has had no disagreements with the findings of its
accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Report of Independent Auditors, Barry L. Friedman,
P.C., dated July 6, 1999.
Balance Sheet as of March 31, 1999 and year Ended
December 31, 1999.
Statement of Operation for the three months ending
March 31, 1999, and March 31, 1998, and the two
years ended December 31, 1998 and December 31, 1998,
and for the period August 30, 1995 (inception) to
March 31, 1999.
Statement of Stockholders' Equity
Statement of Cash Flows for the three months ending
March 31, 1999, and March 31, 1998, and the two
years ended December 31, 1998 and December 31, 1998,
and for the period August 30, 1995 (inception) to
March 31, 1999.
Notes to Financial Statements
INDEPENDENT AUDITORS' REPORT
Board of Directors July 6, 1999
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 March 31, 1999, and December 31, 1998, and the
related statements of stockholders' equity for March 31, 1999,
and December 31, 1998, and statements of operation and cash flows
for the three months ending March 31, 1999, and March 31, 1998,
and the two years ended December 31, 1998, and December 31, 1997,
and the period February 7, 1991 (inception), to March 31,1999.
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 March 31, 1999, and December 31, 1998, and
the related statements of stockholders' equity for March 31,
1999, and December 31, 1998, and statements of operation and cash
flows for the three months ending March 31, 1999, and March 31,
1998, and the two years ended December 31, 1998, and December 31,
1997, and the period February 7, 1991 (inception), to March 31,
1999, 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 #5 to the financial statements, the Company has suffered
recurring 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 is described in Note #5. These financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C>
3 Mos Ended Year Ended Dec.
March 31, 1999 31, 1998
ASSETS
CURRENT ASSETS: $0 $0
TOTAL CURRENT ASSETS $0 $0
OTHER ASSETS; $0 $0
TOTAL OTHER ASSETS $0 $0
TOTAL ASSETS $0 $0
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES;
Officer's Advances (Note 6) $4,390 $3,600
TOTAL CURRENT LIABILITIES $4,390 $3,600
STOCKHOLDERS' EQUITY (Note 4);
Common stock, $0.001 par value, $6,000
authorized 50,000,000 shares
issued and outstanding
December 31, 1998 - 6,000,000
shares
March 31, 1999 - 6,000,000 $6,000
shares
Additional paid-in Capital $ -1,000 $-1,000
ACCUMULATED LOSS: $-9,390 $-8,600
TOTAL STOCKHOLDERS' EQUITY $-4,390 $-3,600
TOTAL LIABILITIES AND $0 $0
STOCKHOLDERS' EQUITY
</TABLE>
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
STATEMENT OF OPERATION
<TABLE>
<S> <C> <C> <C> <C> <C>
3 Mos. Ended 3 Mos. Ended Year Ended Dec. Year Ended Dec. Feb. 7, 1991
March 31, 1999 March 31, 1998 31, 1998 31, 1997 (inception) to
March 31, 1999
INCOME:
Revenue $0 $0 $0 $0 $0
EXPENSES:
General, Selling $790 $1,140 $1,710 $1,890 $9,390
and
Administrative:
Total Expenses $790 $1,140 $1,710 $1,890 $9,390
Net Profit/Loss(-$-790 $-1,140 $-1,710 $-1,890 $-9,390
)
Net Profit/Loss $-0.00 $-0.00 $-0.00 $-0.00 $-0.00
(-) Per weighted
Share (Note1)
Weighted average 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000
Number of common
Shares
outstanding
</TABLE>
See accompanying notes to financial statements & audit report
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Common Shares Stock Amount Additional paid- Accumulated Deficit
in Capital
Balance, Dec. 31, 6,000,000 $6,000 $ -1,000 $ -
1997 6,890
Net loss -1,710
year ended Dec. 31,
1998
Balance, Dec. 31, 6,000,000 $6,000 $ -1,000 $ -8,600
1998
Net Loss January 1, -790
1999, to March 31,
1999
Balance, March 31, 6,000,000 $6,000 $-1,000 $-9,390
1999
</TABLE>
See accompanying notes to financial statements & audit report.
LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C> <C>
3 Mos. Ended 3 Mos. Ended Year Ended Dec. Year Ended Dec. Feb. 7, 1991
March 31, 1999 March 31, 1998 31, 1998 31, 1997 (inception) to
March 31, 1999
Cash Flows from
Operating
Activities:
Net Loss $-790 $ -1,140 $ -1,710 $-1,890 $ -9,390
Adjustment to 0 0 0 0 0
Reconcile net loss
to net cash provided
by operating
activities
Changes in assets and
Liabilities:
Increase in current
Liabilities:
Officers' Advances +790 +1,140 +1,710 +1,890 +4,390
Net Cash used in $0 $0 $0 $0 $+5,000
Operating Activities
Cash Flows from 0 0 0 0 0
Investing
Activities:
Cash Flows form
Financing
Activities:
Issuance of common 0 0 0 0 +5,000
stock for cash
Net increase $0 $0 $0 $0 $0
(decrease) in cash
Cash, Beginning of 0 0 0 0 0
period
Cash, end of period $0 $0 $0 $0 $0
</TABLE>
See accompanying notes to financial statements & audit report
Las Vegas Sports and Celebrity Hall of Fame, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998, December 31, 1997, and December 31, 1996
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. The Company currently has no operations and in accordance
with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of March 31, 1999.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized on a
straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of March 31, 1999, the Company had no dilative common
stock equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Since the Company currently has no operating business and does
not use any computers, and since it has no customers, suppliers
or other constituents, there are no material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended March
31, 1999, due to the net loss and no state income tax in Nevada,
the state of the Company's domicile and operations. The Company's
total deferred tax asset as of December 31, 1998 is as follows:
Net operation loss carry forward $8,600
Valuation allowance $8,600
Net deferred tax asset $ 0
The federal net operation loss carry forward will expire in
various amounts from 2011 to 2018.
This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of Las Vegas Sports and Celebrity
Hall of Fame, Inc. consists of 50,000,000 shares with a par value
of $0.001 per share.
Preferred Stock
Las Vegas Sports and Celebrity Hall of Fame, Inc. has no
preferred stock.
On February 8, 1991, the Company issued 5,000 shares of its $1.00
par value common stock in consideration of $5,000 in cash.
On February 14, 1997, the Company restated its Articles of
Incorporation. The Company authorized an increase in its
capitalization from 25,000 Common shares at $1.00 par value to
50,000,000 Common Shares with a par value of $0.001.
On February 14, 1997, the company had a 1,200 to 1 forward stock
split, increasing the nujmber of outstanding Common Shares from
5,000 to 6,000,000 Common Shares.
NOTE 5 - 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 significant cash or other material assets,
nor does it 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. Until that time, the
stockholders/officers and or directors have committed to
advancing the operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office services
without charge. 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
business 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 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
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
CELBRITY HALL OF FAME, INC. (hereinafter referred to as the
"corporation").
ARTICLE II
DURATION: The corporation shall have pertual existence.
ARTICLE III
PRINCIPAL OFFICE AND RESIDENT AGENT: The principal office of the
corporatio 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 its business.
ARTICLE IV
BUSINESS ACTIVITIES: The purpose of the corporation shall be to
engage in anylawful 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 bythese 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 share 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 judgment of the board of
directors as to the value of the consideration for the shares
shall be the value of the consideration for the shares shall be
conclusive.
ARTICLE VI
DIRECTORS: The business and affairs fo the corporation shall be
conducted by a board of directors. The number of directors shall
not be less than three, except that where all the shares of the
corporation are owned 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 represeting not less than two thirds
(2/3) of the issued and outstanding capital stock entitled to
voting power.
The board of directors shall elect or appoint a president, a
secretary, a treasurer, and a resident agent, and such other
officers or agents for the administration of the busness 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 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 tot he
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 theyauthorize, approve
or ratify such contract or transaction by vote or written
consent; or (d) the contact 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 corporatio shall be liable to the corporatio 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
law; or (b) the payment of dividends in violation of NRS 78.300.
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 the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise for any liability
asserted against min or her in his or her capacity as a director,
officer, emplyee 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, judgments, and penalties which may be
incurred, rendered or levied in any legal action bought 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 debrs and obligations of the corporation
of any kind whatsoever. No paid-up stock and not stock issued as
fully paid up shall be subject to any assessment to pay any debt
of the corporation.
ARTICLE X
NO PREEMPTIVE RIGHTS: Except as may otherwise be 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 each 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 31st day of January 1991.
/s/ David L. Christensen
DAVID L. CHRISTENSEN
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 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
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 if 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
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 that meeting.
8. Removals
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; provided, however, that if
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 therefor.
12. Emergency Power
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. Chairman
The Board of Directors may elect from it's own number a
Chairman of the Board, who shall preside at all meetings of the
Board of Directors, and shall perform such other duties as may be
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 judgment 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
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 un-
expired 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 be 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
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 the 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.
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
timer 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 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 by
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
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
canceled 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
record thereof or by his legal representative, who shall furnish
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 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, judgments 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 be 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 be 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
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 they 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
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Las Vegas Sports and Celebrity Hall
of Fame, Inc.
By: /s/ Charles F. Richards, Jr.
Charles F. Richards, Jr.,
President
