U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
SIERRA HOLDINGS GROUP, INC.
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(Name of Small Business Issuer as specified in its charter)
NEVADA 87-0565018
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
5445 South Highland Drive
Salt Lake City, Utah 84117
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 278-2805
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
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Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
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Business Development.
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Sierra Holdings Group, Inc. (the "Company") was organized under the laws of
the State of Utah on December 26, 1986, under the name "Celebrity Videos
Incorporated." The Company was incorporated for the primary purposes of
purchasing, selling, leasing and otherwise distributing video tapes and other
video equipment and merchandise and engaging in any and all other lawful
business.
The Company was initially authorized to issue a total of 100,000,000
shares of common stock having a par value of one mill ($0.001) per share, with
fully-paid stock not to be liable for further call or assessment. Copies of
the Company's initial Articles of Incorporation, as revised on December 31,
1986, to exempt the Company from the Utah Control Shares Acquisition Act, and
its current Bylaws are attached hereto and are incorporated herein by this
reference. See the Exhibit Index, Part III of this Registration Statement.
On December 30, 1986, the Company's Board of Directors authorized
the issuance of 980,000 "unregistered" and "restricted" shares of its common
stock to Dynamic Video Incorporated, a Utah corporation ("Dynamic Video"), in
exchange for the sum of $2,450. In addition, the Company issued 643,000
"unregistered" and "restricted" shares to Steven D. Moulton, and 377,000 such
shares to Chris C. Omer in exchange for $1,607.50 and $942.50, respectively.
The shareholders of Dynamic Video approved a distribution of the
Company's shares to Dynamic Video shareholders on February 6, 1987. These
shares were distributed in order to provide a partial liquidating dividend to
Dynamic Video's shareholders. In a letter dated January 12, 1987, the State
of Utah recognized the reorganization as exempt from registration pursuant to
Section 61-1-4(2)(p) of the Utah Uniform Securities Act.
On June 8, 1990, the shareholders of the Company approved a change
of the Company's name to "Vegas Gaming Services, Inc." Articles of Amendment
reflecting this change were filed with the State of Utah on July 18, 1990, and
a copy of these Articles of Amendment is attached hereto and is incorporated
herein by this reference. See the Exhibit Index, Part III of this
Registration Statement.
On March 2, 1992, the shareholders of the Company resolved to change
the name of the Company to "Nature Talks Corporation." Articles of Amendment
effecting this name change were filed with the State of Utah on April 15,
1992; a copy of these Articles of Amendment is attached hereto and is
incorporated herein by this reference. See the Exhibit Index, Part III of
this Registration Statement.
The Company was dissolved on March 1, 1994 for failure to file an
Annual Report with the Utah Division of Corporation. On February 8, 1996 the
Third Judicial District Court of the State of Utah ordered an annual meeting
of the stockholders to allow the election of a Board of Directors and to
complete the Company's reinstatement. The annual meeting of the stockholders
was held on February 27, 1996. On March 14, 1996 the Court entered an Order
Confirming Election of Directors for the Corporation and the Company was
reinstated on February 27, 1996.
The Company's shareholders approved a 1 for 300 reverse split of its
common voting stock on November 18, 1997. The Company retained its authorized
capital at 100,000,000 shares of common stock and its par value at $0.001 per
share, while making the necessary adjustments to the additional paid in
capital account and stated capital accounts. No stockholder's share holdings
were reduced below 50 shares as a result of this reverse split. The
shareholders also resolved to change the name of the Company to "Sierra
International, Inc." Articles of Amendment reflecting these changes were
filed with the State of Utah on November 26, 1997. A copy of these Articles
of Amendment is attached hereto and is incorporated herein by this reference.
See the Exhibit Index, Part III of this Registration Statement.
On February 9, 1998, the shareholders of the Company ratified a 10
for 1 reverse split of its $0.001 par value common stock, with no certificate
to be reduced below 50 shares as a result of this reverse split, while
retaining the present par value of $0.001 per share and authorized capital of
100,000,000 shares, and with appropriate adjustments being made in the stated
capital and additional paid in capital accounts of the Company. The
shareholders also ratified a change of domicile from the State of Utah to the
State of Nevada by merging the Company into its wholly-owned subsidiary,
Sierra Holdings Group, Inc, a Nevada corporation, ("Sierra Holdings"), which
had been formed on February 3, 1998 for the sole purpose of changing the
Company's domicile. The Articles of Incorporation of Sierra Holdings and the
Articles of Amendment whereby the Company effected these changes were filed
with the State of Utah on February 12, 1998. A copy of these Articles of
Amendment is attached hereto and is incorporated herein by reference. See the
Exhibit Index, Part III of this Registration statement.
Unless otherwise noted, all subsequent share computations in this
Registration Statement retroactively reflect the above-referenced reverse
splits.
The merger of the company into Sierra Holdings became effective on
February 13, 1998, the date that the Articles of Merger were filed in the
State of Nevada. Unless otherwise indicated all references in this
Registration Statement to the "Company" shall refer to Sierra Holdings. A
copy of the Articles of Merger effecting the change of the Company's domicile
is attached hereto and is incorporated herein by reference. See the Exhibit
Index, Part III of this Registration Statement.
Business.
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The Company has never engaged in any substantive business
operations. To the extent that the Company intends to continue to seek the
acquisition of assets, property or business that may benefit the Company and
its stockholders, the Company is essentially a "blank check" company. Because
the Company has virtually no assets, conducts no business and has no
employees, management anticipates that any such acquisition would require the
Company to issue shares of its common stock as the sole consideration for the
acquisition; such an issuance would almost certainly result in a change in
control of the Company. This may also result in substantial dilution of the
shares of current stockholders. The Company's Board of Directors shall make
the final determination whether to complete any such acquisition; the approval
of stockholders will not be sought unless required by applicable laws, rules
and regulations, the Company's Articles of Incorporation or Bylaws, or
contract. Even if stockholder approval is sought, Steven D. Moulton
beneficially owns approximately 57% of the outstanding shares of common stock
of the Company, and could approve any acquisition, reorganization or merger he
deemed acceptable. The Company makes no assurance that any future enterprise
will be profitable or successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that because of its total lack
of resources, the number of suitable potential business ventures which may be
available to it will be extremely limited, and may be restricted to entities
who desire to avoid what these entities may deem to be the adverse factors
related to an initial public offering ("IPO"). The most prevalent of these
factors include substantial time requirements, legal and accounting costs, the
inability to obtain an underwriter who is willing to publicly offer and sell
shares, the lack of or the inability to obtain the required financial
statements for such an undertaking, limitations on the amount of dilution
public investors will suffer to the benefit of the stockholders of any such
entities, along with other conditions or requirements imposed by various
federal and state securities laws, rules and regulations. Any of these types
of entities, regardless of their prospects, would require the Company to issue
a substantial number of shares of its common stock to complete any such
acquisition, reorganization or merger, usually amounting to between 80 and 95
percent of the outstanding shares of the Company following the completion of
any such transaction; accordingly, investments in any such private entity, if
available, would be much more favorable than any investment in the Company.
Although the Company has not communicated with any other entity with
respect to any potential merger or acquisition transaction, management has
determined to file this Registration Statement on a voluntary basis. In order
to have stock quotations for its common stock on the National Association of
Securities Dealers' Automated Quotation System ("Nasdaq"), an issuer must have
such securities registered under the 1934 Act. Upon the effective date of
this Registration Statement, the Company's common stock will become registered
for purposes of the 1934 Act. Management believes that this will make the
Company more desirable for entities that may be interested in engaging in a
merger or acquisition transaction. To the extent that management deems it
advisable or necessary to maintain a quotation of its common stock on any
securities market, the Company will voluntarily file periodic reports in the
event its obligation to file such reports is terminated under the Securities
Exchange Act of 1934.
Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success. These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
analyze without referring to any objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, since the Company has extremely limited current assets
and cash reserves, these activities may be limited, and if undertaken, the
cost and expense thereof will be advanced by management, and may further
dilute the interest of the stockholders of the Company.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in
negotiations regarding a potential acquisition and, accordingly, may present a
conflict of interest for such individuals. See the caption "Conflicts of
Interest; Related Party Transactions," below.
Although the Company has not identified any potential acquisition
target, the possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest. Current
Company policy does not prohibit such transactions. Because no such transact
on is currently contemplated, it is impossible to estimate the potential
pecuniary benefits to these persons.
Although it currently has no plans to do so, depending on the nature
and extent of services rendered, the Company may compensate members of
management in the future for services that they may perform for the Company.
Because the Company currently has extremely limited resources, and is unlikely
to have any significant resources until it has completed a merger or
acquisition, management expects that any such compensation would take the form
of an issuance of the Company's stock to these persons; this would have the
effect of further diluting the holdings of the Company's other stockholders.
However, due to the minimal amount of time devoted to management by any person
other than Mr. Moulton, there are no preliminary agreements or understandings
with respect to management compensation.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. It is not anticipated that any such opportunity will be afforded to
other stockholders. Such fees may become a factor in negotiations regarding
any potential acquisition by the Company and, accordingly, may present a
conflict of interest for such individuals. See the caption "Conflicts of
Interest; Related Party Transactions."
Involvement in Other "Blank Check" Companies.
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From 1984 to 1990, Steven D. Moulton, a director and the
Secretary/Treasurer of the Company, served as a director and executive officer
of several publicly-held development stage companies including Safron, Inc.
(director and Vice President); Sagitta Ventures (director and President);
Jasmine Investments (director and President); Java, Inc. (Secretary/Treasurer
and director); and Onyx Holdings Corporation (director and President). From
1991 to 1994, Mr. Moulton was a director and President of Omni International
Corporation, which is currently known as "Beachport Entertainment
Corporation." Since 1995, he has served as director and executive officer of
the Company (director and Secretary/Treasurer) and Wasatch International
Corporation (formerly "Java, Inc.")(director and President). Mr. Moulton
resigned from his positions with Wasatch International Corporation in July,
1996. Mr. Moulton was the President and a director of Icon Systems, Inc.
("Icon") from its inception to July 31, 1991. In addition, Mr. Moulton was
the Secretary/Treasurer of Icon until November 17, 1997, at which time he was
elected and is presently serving as President. Each of these companies may be
deemed to have been a "blind pool" or "blank check" company at these times.
Safron, Inc., a Utah corporation, sold 3,000,000 units of its
securities at a price of $0.10 per unit, pursuant to a Registration Statement
on Form S-18 that was filed with the Securities and Exchange Commission with
an effective date of July 17, 1985. A total of $300,000 was raised under this
offering for the purpose of acquiring or participating in a then-unidentified
business opportunity. Mr. Moulton resigned his position with Safron, Inc. in
November, 1987.
Sagitta Ventures, Inc., a Utah corporation, filed a Registration
Statement on Form S-18, effective date April 30, 1987, with the Securities and
Exchange Commission. This Registration Statement provided for the sale of
12,000,000 units at a price of $0.02 per unit. The offering was closed on
July 8, 1987, after 7,479,500 units were sold for an aggregate price of
$149,590. Sagitta acquired all of the issued and outstanding common stock of
Onyx Holding Corporation, with the proceeds from its offering, and
subsequently distributed the Onyx shares as a partial liquidating dividend to
its stockholders. Mr. Moulton was the President and a director of Onyx from
July 10, 1987 through May 1, 1989.
On August 19, 1987, Jasmine Investments completed the sale of
2,338,390 units to the public pursuant to a Registration Statement on Form
S-18, at a price of $0.10 per share. A total of $233,839 was raised under
this offering. After Mr. Moulton's resignation, Jasmine consummated a merger
transaction and became known as "Audioventures Corporation."
Java, Inc. sold 1,320,350 shares of its common stock at $0.10 per
share pursuant to a Registration Statement on Form S-18, which became
effective on April 22, 1986. On November 7, 1986, the stockholders of Java
approved the acquisition of Quazon Communications, Inc., an Illinois
corporation, which was engaged in the business of manufacturing and marketing
computer terminals. Mr. Moulton resigned his position as Secretary/Treasurer
on November 7, 1986, and resigned from the Board of Directors in August, 1987.
Mr. Moulton resigned his positions with Omni International
Corporation before its securities offering and had no involvement therein.
In addition to the Company, Michelle Wheeler and Jeff Taylor are
also involved as directors, executive officers and/or five percent
stockholders of Icon, which is also deemed to be a "blank check" company.
Risk Factors.
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In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and subject to the same types of risks inherent in any new
or unproven venture, and will include those types of risk factors outlined
below.
Extremely Limited Assets; No Source of Revenue. The Company has
virtually no assets and has had no revenue in either of its two most recent
fiscal years or to the date hereof. Nor will the Company receive any revenues
until it completes an acquisition, reorganization or merger, at the earliest.
The Company can provide no assurance that any acquired business will produce
any material revenues for the Company or its stockholders or that any such
business will operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the
Company is not currently engaged in any substantive business activities, as
well as management's broad discretion with respect to the acquisition of
assets, property or business, the Company may be deemed to be a "blank check"
company. Although management intends to apply substantially all of the
proceeds that it may receive through the issuance of stock or debt to a
suitable acquisition, subject to the criteria identified above, such proceeds
will not otherwise be designated for any more specific purpose. The Company
can provide no assurance that any allocation of such proceeds will allow it to
achieve its business objectives.
Absence of Substantive Disclosure Relating to Prospective
Acquisitions. Because the Company has not yet identified any assets, property
or business that it may acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not to invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a
potential acquisition or if the acquisition target had made an offering of its
securities directly to the public. The Company can provide no assurance that
any investment in the Company will not ultimately prove to be less favorable
than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
invest. To the extent that the Company may acquire a business in a highly
risky industry, the Company will become subject to those risks. Similarly, if
the Company acquires a financially unstable business or a business that is in
the early stages of development, the Company will become subject to
the numerous risks to which such businesses are subject. Although management
intends to consider the risks inherent in any industry and business in which
it may become involved, there can be no assurance that it will correctly
assess such risks.
Uncertain Structure of Acquisition. Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business. Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition.
However, because the Company has virtually no resources as of the date of this
Registration Statement, management expects that any such acquisition would
take the form of an exchange of capital stock. See the caption "Management's
Discussion and Analysis or Plan of Operation," Part I, Item 2 of this
Registration Statement.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. Although it has no present plans to
register or qualify its securities in any state, the Company intends to comply
fully with all state securities laws, and plans to take the steps necessary to
ensure that any future offering of its securities is limited to those states
in which such offerings are allowed. However, these legal restrictions may
have a material adverse impact on the Company's ability to raise capital
because potential purchasers of the Company's securities must be residents of
states that permit the purchase of such securities. These restrictions may
also limit or prohibit stockholders from reselling shares of the Company's
common stock within the borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington), some of
which are included in the group of 36 states mentioned above, place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies. Because the Company does
not intend to make any offering of its securities in the foreseeable future,
management does not believe that any state restriction on "blank check"
offerings will have any effect on the Company.
In most jurisdictions, "blank check" and "blind pool" companies are
not eligible for participation in the Small Corporate Offering Registration
("SCOR") program, which permits an issuer to notify the Securities and
Exchange Commission of certain offerings registered in such states by
filing a Form D under Regulation D of the Securities and Exchange Commission.
All states (with the exception of Alabama, Delaware, Florida, Hawaii,
Illinois, Minnesota, Nebraska and New York) have adopted some form of SCOR.
States participating in the SCOR program also allow applications for
registration of securities by qualification by filing a Form U-7 with the
states' securities commissions. Nevertheless, the Company does not anticipate
making any SCOR offering or other public offering in the foreseeable future,
even in any jurisdiction where it may be eligible for participation in SCOR
despite its status as a "blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations
will be to place significant restrictions on the Company's ability to
register, offer and sell and/or to develop a secondary market for shares of
the Company's common stock in virtually every jurisdiction in the United
States.
Dependence on Management. The Company will be entirely dependent
upon its management in locating any suitable acquisition or merger candidate.
The Company has no employment agreements with management and does not maintain
"key man" life insurance for such individuals.
Management to Devote Insignificant Time to Activities of the
Company. Members of the Company's management are not required to devote
their full time to the affairs of the Company. Because of their time
commitments, as well as the fact that the Company has no business operations,
the members of management anticipate that they will devote an insignificant
amount of time to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target. It is expected that
members of management, other than Steven D. Moulton, will devote approximately
five to 10 hours per month to corporate maintenance. Mr. Moulton expects to
devote approximately 50 hours per month to the Company, including preparation
of periodic reports under the 1934 Act and, when management deems it
appropriate, seeking a quotation on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (the "NASD") and seeking a candidate
for a merger or acquisition transaction.
Loss of Corporate Control. Due to the fact that the Company has no
assets, management anticipates that any merger or acquisition transaction will
require the Company to issue shares of its common stock as the sole
consideration for such transaction. Such an issuance would almost certainly
result in a change in control of the Company and may also result in
substantial dilution of the shares of current stockholders.
Conflicts of Interest; Related Party Transactions. Although the
Company has not identified any potential acquisition target and management
does not believe that there is any "present potential" for such a transaction,
the possibility exists that the Company may acquire or merge with a business
or company in which the Company's executive officers, directors, beneficial
owners or their affiliates may have an ownership interest. Although there is
no formal bylaw, stockholder resolution or agreement authorizing any such
transaction, corporate policy does not forbid it and such a transaction may
occur if management deems it to be in the best interests of the Company and
its stockholders, after consideration of the above referenced factors. A
transaction of this nature would present a conflict of interest to those
parties with a managerial position and/or an ownership interest in both the
Company and the acquired entity, and may compromise management's fiduciary
duties to the Company's stockholders. An independent appraisal of the
acquired company may or may not be obtained in the event a related party
transaction is contemplated. Furthermore, because management and/or
beneficial owners of the Company's common stock may be eligible for finder's
fees or other compensation related to potential acquisitions by the Company,
such compensation may become a factor in negotiations regarding such potential
acquisitions.
Voting Control. Due to his ownership of a majority of the shares of
the Company's outstanding common stock, Steven D. Moulton has the ability to
elect all of the Company's directors, who in turn elect all executive
officers, without regard to the votes of other stockholders.
No Market for Common Stock; No Market for Shares. Although the
Company intends to submit for quotation of its common stock on the OTC
Bulletin Board of the NASD before any merger or acquisition transaction, and
to seek a broker-dealer to act as market maker for its securities (without the
use of any consultant), there is currently no market for such shares, there
have been no discussions with any broker-dealer or any other person in this
regard, and no market maker has been identified; there can be no assurance
that such a market will ever develop or be maintained. Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop.
Risks of "Penny Stock." The Company's common stock may be deemed to
be "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years),
or with average revenues of less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's
common stock in the last five years. At such time as the Company completes a
merger or acquisition transaction, if at all, it may attempt to qualify for
listing on either NASDAQ or a national securities exchange. However, at least
initially, any trading in its common stock will most likely be conducted in
the over-the-counter market in the "pink sheets" or the OTC Bulletin
Board of the NASD.
Section 15(g) of the 1934 Act, as amended, and Reg. Section
240.15g-2 of the Securities and Exchange Commission require broker-dealers
dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account. Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of
any investor for transactions in such stocks before selling any penny stock to
that investor. This procedure requires the broker-dealer to (i) obtain from
the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it
more difficult for investors in the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.
"Year 2000".
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Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with
or acquire a business that will be negatively affected by the "year 2000"
problem. The effect of such problem or the Company in the future can not be
predicted with any accuracy until such time as the Company identifies a merger
or acquisition target.
Principal Products and Services.
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The extremely limited business operations of the Company, as now
contemplated, involve those of a "blank check" company. The only activity to
be conducted by the Company is to seek out and investigate the acquisition of
any viable business opportunity by purchase and exchange for securities of the
Company or pursuant to a reorganization or merger through which securities of
the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
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Management will seek out and investigate business opportunities
through every reasonably available fashion, including personal contacts,
professionals, securities broker dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
- --------------------------------
There are literally thousands of "blank check" companies engaged in
endeavors similar to those engaged in by the Company; many of these companies
have substantial current assets and cash reserves. Competitors also include
thousands of other publicly-held companies whose business operations have
proven unsuccessful, and whose only viable business opportunity is that of
providing a publicly-held vehicle through which a private entity may have
access to the public capital markets. There is no reasonable way to predict
the competitive position of the Company or any other entity in the these
endeavors; however, the Company, having virtually no assets or cash reserves,
will no doubt be at a competitive disadvantage in competing with entities
which have recently completed IPO's, have significant cash resources and have
operating histories when compared with the complete lack of any substantive
operations by the Company.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
- ----------------------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
- ----------------
None; not applicable.
Need for any Governmental Approval of Principal Products or Services.
- ---------------------------------------------------------------------
On the effectiveness of the Company's Registration Statement on Form
10-SB, the Company will become subject to Regulation 14A regarding proxy
solicitations promulgated by the Securities and Exchange Commission under the
1934 Act. Section 14(a) of the 1934 Act requires all companies with
securities registered pursuant to Section 12(g) thereof to comply with the
rules and regulations of the Securities and Exchange Commission regarding
proxy solicitations outlined in Regulation 14A. Matters submitted to
stockholders of the Company at a special or annual meeting thereof or pursuant
to a written consent shall require the Company to provide its stockholders
with the information outlined in Schedules 14A or 14C of Regulation 14;
preliminary copies of this information must be submitted to the Securities and
Exchange Commission at least 10 days prior to the date that definitive copies
of this information are forwarded to stockholders.
Management intends to conduct a full evaluation of the worthiness of
any business proposal presented to it; nonetheless, it believes this process
may provide additional time within which to evaluate any business proposal
presented to it, and may eliminate proposals from entities not willing to
undergo the public and agency scrutiny involved in providing and filing
information required under Regulation 14. Management recognizes that this
filing process may deter other potential business venturers by reason of their
inability to predict the timeliness of their potential acquisition,
reorganization or merger due to the uncertainty related to the time involved
in reviewing Regulation 14A filings by the Securities and Exchange Commission;
however, acquisitions or reorganizations not requiring stockholder approval
may be completed by management, in its sole discretion, with the submission by
management of an Information Statement pursuant to Regulation 14C outlining
any remedial proposals attendant to any such acquisition or reorganization,
including changing the name of the Company or increasing or decreasing the
number of authorized or outstanding shares of the Company's common stock.
Costs associated with filings required by the Company under Section
12(g) of the 1934 Act and Regulation 14A of the Securities and Exchange
Commission will have to be advanced by management, the Company's principal
stockholders or any potential business venturer, and may further dilute the
interest of the public stockholders. In the case of a merger requiring prior
stockholder approval and the submission of financial statements of the Company
and other party or parties to the merger, legal and accounting costs will be
significantly higher, even though the adoption, ratification and the approval
of any such merger will be virtually assured if recommended by Steven D.
Moulton, the principal stockholder of the Company.
Effect of Existing or Probable Governmental Regulations on Business.
- --------------------------------------------------------------------
Since the Company was initially incorporated, federal and state
securities laws, rules and regulations have made the participation in or the
conducting of an IPO substantially easier for certain small and developmental
stage companies, reducing the time constraints previously involved, the legal
and accounting costs and the financial periods required to be included in the
financial statements. Rule 504 of Regulation D of the Securities and Exchange
Commission no longer requires the filing of a Registration Statement with any
state or territory as a condition to its use; however, this Rule is no longer
available to "blank check" companies. Accordingly, because the Company is
presently deemed to be a "blank check" company, this method of raising funds
is foreclosed to it. Rule 504 is also not available to "reporting issuers,"
which the Company will become on the effectiveness of this Registration
Statement.
The integrated disclosure system for small business issuers adopted
by the Securities and Exchange Commission in Release No. 34-30968 and
effective as of August 13, 1992, substantially modified the information and
financial requirements of a "Small Business Issuer," defined to be an issuer
that has revenues of less than $25 million; is a U.S. or Canadian issuer;
is not an investment company; and if a majority owned subsidiary, the parent
is also a small business issuer; provided, however, an entity is not a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25 million or
more.
A number of state securities commissions have adopted the use of
Form U-7 for SCOR, which also substantially simplifies the registration
process for IPO's; Form U-7 is primarily used in connection with offerings
conducted pursuant to Rule 504 of the Securities and Exchange Commission, but
is not limited to this use. To the extent that Rule 504 and the use of SCOR
are unavailable to the Company due to its status as a "blank check"
company, the use of Form U-7 will also be unavailable in this regard.
The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc., ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets. The present laws, rules and regulations
designed to promote availability for the small business issuer to these
capital markets and similar laws, rules and regulations that may be adopted in
the future will substantially limit the demand for "blank check" companies
like the Company, and may make the use of these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and
regulations may have an adverse effect on any business venture viewed by the
Company as an attractive acquisition, reorganization or merger candidate, and
these factors may further limit the number of potential candidates available
to the Company for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. The Company's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders. Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be required
to issue shares of its common stock as the sole consideration for such
acquisition.
Upon the effectiveness of its Registration Statement on Form 10-SB,
the Company will become subject to the periodic reporting obligations of
Section 13 of the 1934 Act. This will require the Company to file (i) an
annual report on Form 10-KSB with the Securities and Exchange Commission
within 90 days of the close of each fiscal year (Reg. Sections 240.13a-1 and
249.310b); (ii) a quarterly report on Form 10-QSB within 45 days of the end of
each of the first three quarters of its fiscal year (Reg. Sections 240.13a-13
and 249.308b); and (iii) a current report on Form 8-K within 15 days of the
occurrence of certain material events (e.g., changes in accountants,
acquisitions or dispositions of a substantial amount of assets not in the
ordinary course of business) (Reg. Sections 240.13a-11 and 249.308). In
addition, annual reports on Form 10-KSB must be accompanied by audited
financial statements as of the end of the issuer's most recent fiscal year.
These reporting requirements may deter potential reorganization candidates
that are not willing to undergo the public and agency scrutiny resulting
therefrom.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing and
making the requisite filings with the Securities and Exchange Commission or
the payment of expenses associated with reviewing or investigating any
potential business venture, which may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan. However, any such loan
will not exceed $25,000 and will be on terms no less favorable to the Company
than would be available from a commercial lender in an arm's length
transaction. Management does not intend to raise any required funds through
any private placement of "unregistered" and "restricted" securities or any
public offering of its common stock. Nor does the Company intend to undertake
any offering of its securities under Regulation S of the Securities and
Exchange Commission. As of the date of this Registration Statement, the
Company has not begun seeking any acquisition and there are no plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities by the Company prior to the location of any
acquisition or merger candidate.
Because the Company is not currently making any offering of its
securities, and does not anticipate making any such offering in the
foreseeable future, management does not believe that Rule 419 promulgated by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, concerning offerings by blank check companies, will have any effect
on the Company or any activities in which it may engage in the foreseeable
future.
Item 3. Description of Property.
- ---------------------------------
Other than cash in the amount of approximately $20,000, the Company
has no appreciable assets, property or business. The Company rents office
space from a non-affiliated individual for $50 per month. Because the Company
has no business, its activities have been limited to keeping itself in good
standing in the State of Utah and, recently, in the State of Nevada, and with
preparing this Registration Statement, the accompanying financial statements
and the Company's periodic reports under the 1934 Act. These activities have
consumed an insignificant amount of management's time.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of February
27, 1998. Each of these persons has sole investment and sole voting power
over the shares indicated.
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ---------------- ---------------------------- --------
<S> <C> <C>
Steven D. Moulton 5,307,679(1) 57%
4848 S. Highland Dr., #353
Salt Lake City, Utah 84117
Jeff Taylor 2,000,334 21%
1879 Siggard Drive
Salt Lake City, Utah 84106
Michelle Wheeler 2,000,334 21%
4817 S. Fortuna Way
Salt Lake City, Utah 84127
--------- -----
TOTALS 9,308,347 99%
</TABLE>
(1) Steven D. Moulton is the President, director and 9% shareholder of
Wasatch Consulting Group, which is the record holder of 7,667 shares of the
Company's common stock. These shares have been added to the ownership totals
for Mr. Moulton.
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of February 27, 1998. Each of these
persons has sole investment and sole voting power over the shares indicated.
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ---------------- ---------------------------- ----------
<S> <C> <C>
Steven D. Moulton 5,307,679(1) 57%
4848 S. Highland Dr., #353
Salt Lake City, Utah 84117
Jeff Taylor 2,000,334 21%
1879 Siggard Drive
Salt Lake City, Utah 84106
Michelle Wheeler 2,000,334 21%
4817 S. Fortuna Way
Salt Lake City, Utah 84127
--------- -----
All directors and executive
officers as a group (3) 9,308,347 99%
</TABLE>
(1) Steven D. Moulton is the President, director and 9% shareholder of
Wasatch Consulting Group, which is the record holder of 7,667 shares of the
Company's common stock. These shares have been added to the ownership totals
for Mr. Moulton.
See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, for information concerning the offices or other capacities in
which the foregoing persons serve with the Company.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ----------------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These persons will serve until the
next annual meeting of the stockholders (held in May of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Steven D. Moulton President 11/97 *
Secretary/ 2/96 11/97
Treasurer 2/96 11/97
Director 2/96 *
Jeff Taylor Vice President 2/96 *
Director 2/96 *
Michelle Wheeler President 2/96 11/97
Secretary/ 11/97 *
Treasurer 11/97 *
Director 2/96 *
</TABLE>
* These persons presently serve in the capacities
indicated.
Business Experience.
- --------------------
Steven D. Moulton, Director and President. Mr. Moulton is
36 years of age. He graduated from Olympus High School in Salt Lake City,
Utah in 1980. From 1984 to 1990, he served as a director and executive
officer of several publicly-held development stage companies including Safron,
Inc. (director and Vice President); Sagitta Ventures (director and President);
Jasmine Investments (director and President); Java, Inc. (Secretary/Treasurer
and director); and Onyx Holdings Corporation (director and President). From
1991 to 1994, Mr. Moulton was a director and President of Omni International
Corporation, which is currently known as "Beachport Entertainment
Corporation." Since 1995, he has served as director and Secretary/Treasurer
of Icon Systems, Inc. Since 1996, he has served as director and executive
officer of the Company (director and Secretary/Treasurer and later as
President) and Wasatch International Corporation (director and President).
Mr. Moulton resigned from his positions with Wasatch International Corporation
in July, 1996. With the exception of Sagitta Ventures, Omni International
Corporation and Wasatch International Corporation, none of these companies was
subject to the reporting requirements of the Securities and Exchange
Commission. Mr. Moulton owned and operated a Chem-Dry carpet cleaning
franchise from 1991 to 1995. See the heading "Involvement in Other Blank
Check Companies," Part I, Item 1, of this Registration Statement.
Jeff Taylor, Director and Vice President. Mr. Taylor is 32 years of
age. He graduated from Hiram Johnson High School in Sacramento, California,
in 1983. From 1988 to 1991, he was employed as an auto painter at Fabrication
Specialties in Sacramento. In 1991, Mr. Taylor moved his family to Utah. Mr.
Taylor has an A.S. degree from Utah Valley State College and is currently
enrolled in the College of Nursing at the University of Utah. He plans to
pursue a masters degree in Nurse Anesthesia. Since 1996, Mr. Taylor has
served as Vice President of Icon Systems, Inc. See the heading "Involvement
in Other Blank Check Companies," Part I, Item 1, of this Registration
Statement.
Michelle Wheeler, Director and Secretary/Treasurer. Ms. Wheeler,
age 31, is a 1991 graduate of the University of Utah, where she received a
B.S. degree in Communications. From July, 1991 through January, 1994, she was
a reservation agent for Delta Airlines in Salt Lake City, Utah. Since then,
she has been a homemaker. Ms. Wheeler has NASD series 6 and 63 licenses.
Since 1996, Ms. Wheeler has served as President of Icon Systems, Inc. See the
heading "Involvement in Other Blank Check Companies," Part I, Item 1, of this
Registration Statement.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers, but who
are expected to make a significant contribution to the Company's business. It
is expected that current members of management and the Board of Directors will
be the only persons whose activities will be material to the Company's
operations. Members of management are the only persons who may be deemed to
be promoters of the Company.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by the Company for services rendered during the periods indicated:
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards Payouts
- -------------------------------------------------------------------------------------------------
(a) (b) (d) (e) (f) (g)
(h) (I)
Securities
All
Other Underlying
Other
Name and Year or Annual Restricted Options/
LTIP Compen-
Principal Period Salary Bonus Compen- Stock SAR's (#)
Payouts sation
Position Ended ($) ($) sation($) Awards($) (1)
($)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
<C> <C>
Steven D. Moulton 10/30/96 0 0 0 0 0
0 0
President 10/30/97 0 0 0 0 0
0 0
Director 2/28/98 0 0 0 2000000(2) 0
0 0
Jeff Taylor 10/30/96 0 0 0 0 0
0 0
Vice President 10/30/97 0 0 0 334(1) 0
0 0
Director 2/28/98 0 0 0 2000000(2) 0
0 0
Michelle Wheeler 10/30/96 0 0 0 0 0
0 0
Sec./Treasurer, 10/30/97 0 0 0 334(1) 0
0 0
Director 2/28/97 0 0 0 2000000(2) 0
0 0
</TABLE>
(1) In February, 1996, 8,334 post-split "unregistered and
"restricted" shares of the Company's common stock were issued to
these persons in consideration for services rendered: 7,667
shares to Wasatch Consulting Group, Inc.; and, 334 shares to each
Michelle Wheeler and Jeff Taylor. These shares have been
arbitrarily valued at par value per share.
(2) In February, 1998, 2,000,000 post-split "unregistered" and
"restricted" shares of the Company's common stock were
issued to each of these persons in consideration of
services rendered. These shares have been arbitrarily valued at
par value per share.
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
fiscal years ended October 30, 1997, or 1996. Further, no member of the
Company's management has been granted any option or stock appreciation right;
accordingly, no tables relating to such items have been included within this
Item. Starting on March 1, 1998, Steven D. Moulton receives $750 per month
salary as President of the Company.
There are no plans whereby the Company would issue any of its
securities to management, promoters, their affiliates or associates in
consideration of services rendered or otherwise.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year for
any service provided as director.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------------------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Nor are there any agreements or understandings for any director or
executive officer to resign at the request of another person; none of the
Company's directors or executive officers is acting on behalf of or will act
at the direction of any other person.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, each of the current
directors and executive officers has received "unregistered" and "restricted"
shares of the Company's common stock in consideration of services rendered.
Steven D. Moulton has received an aggregate of 5,300,012 "unregistered" and
"restricted" post-split shares in consideration of services rendered and the
sum of $10,000. See the captions "Executive Compensation" of this Registration
Statement. In addition, Wasatch Consulting Group, Inc., which may be deemed
to be an affiliate of Mr. Moulton, has loaned the Company the sum of $10,000.
This loan is payable on demand and bears interest at the rate of 12% per year.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see the caption
"Transactions with Management and Others" of this Registration Statement.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see the caption
"Transactions with Management and Others" of this Registration Statement.
Parents of the Issuer.
- ----------------------
The Company has no parents, except to the extent that Mr. Moulton
may be deemed to be a parent by virtue of his stock holdings. See the caption
"Security Ownership of Certain Beneficial Owners and Management" Part I, Item
4 of this Registration Statement.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see the caption
"Transactions with Management and Others" of this Registration Statement.
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of
100,000,000 authorized shares of one mill ($0.001) par value common voting
stock. The holders of the Company's common stock are entitled to
one vote per share on each matter submitted to a vote at a meeting of
stockholders. The shares of common stock do not carry cumulative voting
rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of common
stock are entitled to share equally in corporate assets after satisfaction of
all liabilities. All shares of the common stock now outstanding are fully
paid and non-assessable.
There are no outstanding options, warrants or calls to purchase any
of the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change
in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------------------
Market Information.
- -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc.
(the "NASD"); however, management does not expect any public market to develop
unless and until the Company completes an acquisition or merger. In any
event, no assurance can be given that any market for the Company's common
stock will develop or be maintained. If a public market ever develops in the
future, the sale of "unregistered" and "restricted" shares of common stock
pursuant to Rule 144 of the Securities and Exchange Commission by members of
management may have a substantial adverse impact on any such public market.
See the caption "Recent Sales of Unregistered Securities" Part II, Item 4 of
this Registration Statement.
There are no outstanding options, warrants or calls to purchase any
of the authorized securities of the Company.
The issuances of an aggregate of 9,300,680 "unregistered" and
"restricted" post-split shares of common stock to certain current directors
and executive officers of the Company, B.W. Blackstone, Ltd. and Wasatch
Consulting Group, were the only issuances of any securities of the Company
during the past three years. Future sales of any of these securities or any
securities of the Company issued in any acquisition, reorganization or merger
may have a future adverse effect on any "public market" that may develop in
the common stock of the Company. See the caption "Recent Sales of
Unregistered Securities" Part II, Item 4, of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 191.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends
in the foreseeable future. The future dividend policy of the Company cannot
be ascertained with any certainty, and if and until the Company completes any
acquisition, reorganization or merger, no such policy will be formulated.
There are no material restrictions limiting, or that are likely to limit, the
Company's ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ------------------------------------
There have been no changes in the Company's principal independent
accountant in the past two fiscal years or as of the date of this Registration
Statement.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
Date Number of Aggregate
Name Acquired Shares Consideration
---- -------- --------- -------------
Michelle Wheeler 2/26/98 2,000,000 Services
2/27/96 334 Services
Jeff Taylor 2/26/98 2,000,000 Services
2/27/96 334 Services
Steven D. Moulton 2/26/98 2,000,000 Services
2/26/98 3,000,000 $10,000
Wasatch Consulting 2/27/96 7,667 Services
B. W. Blackstone, Ltd.2/27/96 1,667 Services
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes
a Nevada corporation to indemnify any director, officer, employee, or
corporate agent "who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or
in the right of the corporation" due to his corporate role. Section 78.751(1)
extends this protection "against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the
right of the corporation. The party must have been acting in good faith and
with the reasonable belief that his actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification must
not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or agent
is successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense."
Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and 78.751(2) to situations in which either (1) the stockholders,
(2)the majority of a disinterested quorum of directors, or (3) independent
legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides
that the rights to indemnification and advancement of expenses shall not be
deemed exclusive of any other rights under any bylaw, agreement, stockholder
vote or vote of disinterested directors. Section 78.751(6)(b) extends the
rights to indemnification and advancement of expenses to former directors,
officers, employees and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his
corporate role.
Article VIII of the Company's Bylaws restates the above-referenced
indemnification provisions of the NRS. This right to indemnification
continues as to persons who have ceased to be agents of the Company and inures
to the benefit of such persons' heirs, executors and administrators.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
(i) Unaudited Financial Statements
February 28, 1998, October 31, 1997
and 1996
--------
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
(ii) Audited Financial Statements
November 30, 1997, October 31, 1997
and 1996
--------
Independent Auditors' Report
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
(Deficit)
Statements of Cash Flows
Notes to the Financial Statements
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Articles of Incorporation of Celebrity Video
Incorporated, filed on December 26, 1986
3.2 Revised Articles of Incorporation of Celebrity
Videos Incorporated, filed on December 31, 1986
3.3 Articles of Amendment to Articles of
Incorporation, filed on July 18, 1990
3.4 Articles of Amendment to Articles of
Incorporation, filed on April 15, 1992
3.5 Articles of Amendment to Articles of
Incorporation, filed on November 26, 1997
3.6 Articles of Incorporation of Sierra Holding
Group Inc., a Nevada corporation, filed on
February 3, 1998
3.7 Articles of Amendment to Articles of
Incorporation, filed February 12, 1998
3.8 Articles of Merger of Sierra International, Inc.
(Utah) and Sierra Holdings Group, Inc. (Nevada)
3.9 Bylaws of Sierra Holding Group, Inc., a Nevada
corporation
27 Financial Data Schedule
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
** These documents and related exhibits have been
previously filed with the Securities and Exchange
Commission and are incorporated herein by reference.
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the Registrant has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
SIERRA HOLDINGS GROUP, INC.
Date: 4/2/98 By/s/Steven D. Moulton
---------- ------------------------
Steven D. Moulton,
Director and President
Date: 4/2/98 By/s/Jeff Taylor
---------- ------------------------
Jeff Taylor, Director and Vice
President
Date: 4/2/98 By/s/Michelle Wheeler
---------- ------------------------
Michelle Wheeler, Director
and Secretary/Treasurer
<PAGE>
SIERRA HOLDINGS GROUP, INC.
(Formerly Sierra International, Inc.)
(A Development Stage Company)
FINANCIAL STATEMENTS
February 28, 1998, October 31, 1997 and 1996
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Sierra Holdings Group, Inc.
(Formerly Sierra International, Inc.)
Salt Lake City, Utah
The accompanying balance sheets of Sierra Holdings Group, Inc. (formerly
Sierra International, Inc.) as of February 28, 1998, October 31, 1997 and 1996
and the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for the four months ended February 28, 1998, the
years ended October 31, 1997, 1996 and 1995, and from inception on December
26, 1986 through February 28, 1998 were not audited by us and, accordingly, we
do not express an opinion on them.
/S/Jones, Jensen & Company
Jones, Jensen & Company
March 5, 1998
<TABLE>
SIERRA HOLDINGS GROUP, INC.
(Formerly Sierra International, Inc.)
(A Development Stage Company)
Balance Sheets
(Unaudited)
<CAPTION>
ASSETS
February 28, October 31,
1998 1997 1996
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 20,353 $ - $ -
Total Current Assets 20,353 - -
TOTAL ASSETS $ 20,353 $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ - $ 489 $ 475
Taxes payable - 200 100
Shareholder loan payable
(Note 2) 10,000 - -
Total Liabilities 10,000 689 575
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 100,000,000
shares authorized of $0.001
par value, 9,326,744, 18,132
and 18,132 shares issued and
outstanding, respectively 9,327 19 19
Capital in excess of par
value 78,950 57,258 57,258
Deficit accumulated during the
development stage (77,924) (57,966) (57,852)
Total Stockholders'
Equity (Deficit) 10,353 (689) (575)
TOTAL LIABILITIES, AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 20,353 $ - $ -
</TABLE>
<TABLE>
SIERRA HOLDINGS GROUP, INC.
(Formerly Sierra International, Inc.)
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
For the Inception on
Four Months December 26,
Ended 1986 Through
February 28, For the Years Ended October 31, February 28,
1998 1997 1996 1995 1998
<S> <C> <C> <C> <C> <C>
REVENUES - - - - -
EXPENSES - - - - -
LOSS FROM DISCONTINUED
OPERATIONS (19,958) (114) (30,160) (107) (77,924)
NET LOSS $(19,958) $ (114) $ (30,160) $ (107)$(77,924)
LOSS PER SHARE $ (0.02) $ (0.01) $ (2.03) $ (0.01)
WEIGHTED AVERAGE
NUMBER OF SHARES 822,733 18,132 14,844 8,132
</TABLE>
<TABLE>
SIERRA HOLDINGS GROUP, INC.
(Formerly Sierra International, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
(Unaudited)
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance at inception
on December 26, 1986 - $ - $ - $ -
Shares issued for cash
at $7.50 per share 667 1 4,999 -
Partial liquidating
dividend - April 17, 1987 - - (2,484) -
Net loss for the year ended
October 31, 1987 - - - (910)
Balance, October 31, 1987 667 1 2,515 (910)
Net loss for the year ended
October 31, 1988 - - - (1,701)
Balance, October 31, 1988 667 1 2,515 (2,611)
Net income for the year ended
October 31, 1989 - - - 251
Balance, October 31, 1989 667 1 2,515 (2,360)
Contribution and cancellation
of shares by officers of the
Company (465) - - -
Shares issued for services
valued at $3.00 per share 1,697 2 5,088 -
Expenses paid on behalf of the
Company by a shareholder - - 304 -
Net loss for the year ended
October 31, 1990 - - - (5,650)
Balance, October 31, 1990 1,899 3 7,907 (8,010)
Net loss for the year ended
October 31, 1991 - - - (100)
Balance, October 31, 1991 1,899 $ 3 $ 7,907 $ (8,110)
Shares issued for services
valued at $3.00 per share 2,900 3 8,697 -
Shares issued in acquisition
of Nature Talks Corp. valued
at $3.00 per share 3,333 3 9,997 -
Net loss for the year ended
October 31, 1992 - - - (19,275)
Balance, October 31, 1992 8,132 9 26,601 (27,385)
Net loss for the year ended
October 31, 1993 - - - (100)
Balance, October 31, 1993 8,132 9 26,601 (27,485)
Net loss for the year ended
October 31, 1994 - - - (100)
Balance, October 31, 1994 8,132 9 26,601 (27,585)
Net loss for the year ended
October 31, 1995 - - - (107)
Balance, October 31, 1995 8,132 9 26,601 (27,692)
Shares issued for services
valued at $3.00 per share 10,000 10 29,990 -
Expenses paid on behalf of the
company by a shareholder - - 667 -
Net loss for the year ended
October 31, 1996 - - - (30,160)
Balance, October 31, 1996 18,132 19 57,258 (57,852)
Net loss for the year ended
October 31, 1997 - - - (114)
Balance, October 31, 1997 18,132 19 57,258 (57,966)
Issuance of fractional shares
for 1-for-300 reverse stock
split 7,375 7 (7) -
Shares issued for cash at $0.01
per share 300,000 300 2,700 -
Issuance of fractional shares
for 1-for-10 reverse stock split 1,237 1 (1) -
Shares issued for services
valued at par $0.003 per
share 6,000,000 6,000 12,000 -
Shares issued for cash at
approximately $0.003 per
share 3,000,000 3,000 7,000 -
Net loss for the four
months ended February 28, 1998 - - - (19,958)
Balance, February 28, 1998 9,326,744 $ 9,327 $ 78,950 $ (77,924)
</TABLE>
<TABLE>
SIERRA HOLDINGS GROUP, INC.
(Formerly Sierra International, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
For the Inception on
Four Months December 26,
Ended 1986 Through
February 28, For the Years Ended October 31, February 28,
1998 1997 1996 1995 1998
<S> <C> <C> <C> <C> <C>
Cash Flows from Operating
Activities:
Net loss from discontinued
operations $ (19,958) $ (144) $ (30,160) $ (107) $ (77,924)
Organization costs - - - - (1,065)
Depreciation and
amortization - - - - 3,496
Stock issued for
services 18,000 - 30,000 - 71,790
Increase
(decrease) in
accounts payable (489) 14 - - -
Increase (decrease)
in taxes payable (200) 100 (507) 107 -
Cash Provided (Used) by
Operating Activities (2,647) - (667) - (3,703)
Cash Flows from Investing
Activities:
Purchase of
equipment - - - - (4,887)
Cash Provided (Used) by
Investing Activities - - - - (4,887)
Cash Flows from Financing
Activities:
Disbursement of
partial liquidating
dividend - - - - (2,484)
Capital contributed
by stockholders - - 667 - 971
Non-cash sale of
video cassettes - - - - (369)
Issuance of common
stock 13,000 - - - 18,000
Repayment of
loan from
shareholder (2,000) - - - (2,000)
Proceeds of loan
from shareholder 12,000 - - - 14,825
Cash Provided (Used) by
Financing Activities $23,000 $ - $ 667 $ - $28,943
NET INCREASE (DECREASE)
IN CASH $20,353 $ - $ - $ -$20,353
CASH AT BEGINNING OF
PERIOD - - - - -
CASH AT END OF PERIOD $20,353 $ - $ - $ - $20,353
Cash Payments For:
Income taxes $ - $ - $ - $ - $ -
Interest $ 75 $ - $ - $ - $ 75
Non-Cash Financing Activities:
Exchange of
video cassettes
in lieu of note
payable $ - $ - $ - $ - $ 369
</TABLE>
SIERRA HOLDINGS GROUP, INC.
(Formerly Sierra International, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
February 28, 1998, October 31, 1997 and 1996
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Sierra Holdings Group, Inc.
(formerly Sierra International, Inc.) The Company was incorporated as
Celebrity Videos, Inc. under the laws of the State of Utah on December 26,
1986. On April 17, 1987, the Company was "spun off" of Loki Holding
Corporation (formerly Dynamic Video, Inc.) in a partial liquidating dividend.
On July 18, 1990, the Company changed its name to Vegas Gaming Services, Inc.
On April 15, 1992, the Company changed its name to Nature Talks Corporation.
At a meeting on November 18, 1997, the shareholders approved a proposal to
reverse stock split the outstanding common shares at a rate of 1 share for
every 300 shares outstanding, with no stockholders' holdings to be reduced
below 50 shares as a result of such reverse split. All references to shares
outstanding and earnings per share have been retroactively restated to reflect
the reverse stock split. On November 26, 1997, the Company changed its name
to Sierra International, Inc.
At a meeting on February 9, 1998, the shareholders approved a proposal to
reverse stock split the outstanding common shares at a rate of 1 share for
every 10 shares outstanding, with no stockholders' holdings to be reduced
below 50 shares as a result of such reverse split. All references to shares
outstanding and earnings per share have been retroactively restated to reflect
the reverse stock split.
On February 13, 1998, Sierra International, Inc. merged with Sierra Holdings
Group, Inc. changing the Company's state of incorporation from Utah to Nevada
and its name to Sierra Holdings Group, Inc.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has adopted an October 31 year end.
c. Loss Per Share
The computations of loss per share of common stock are based on the weighted
average number of shares issued and outstanding at the date of the financial
statements.
d. Use of 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 statement and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
NOTE 2 - RELATED PARTY TRANSACTIONS
A shareholder loaned the Company $10,000 to cover operating expenses. The
note payable is unsecured, due on demand and accrues interest at 12% annually.
NOTE 3 - 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. In the interim, shareholders of the Company have committed to
meeting its minimal operating expenses.
NOTE 4 - ISSUANCE OF STOCK
During the year ended October 31, 1987, the Company issued 667 shares of
common stock for $5,000 cash.
During the year ended October 31, 1990, shareholders of the Company
contributed 465 shares of common stock back to the Company. In addition,
1,697 shares of common stock were issued for services valued at an average
price of $3.00 per share.
During the year ended October 31, 1992, the Company issued 2,900 shares of
common stock for services valued at an average price of $3.00 per share. In
addition, the Company issued 3,333 shares of common stock in the acquisition
of Nature Talks Corporation.
During the year ended October 31, 1996, the Company issued 10,000 shares of
common stock for services valued at $3.00 per share.
During the four months ended February 28, 1998, the Company issued 7,375
fractional shares of common stock as a result of the 300-to-1 reverse stock
split. The Company also issued 300,000 post 300-to-1 reverse stock split
shares of common stock for $3,000 cash. In addition, the Company issued 1,237
fractional shares of common stock as a result of the 10-to-1 reverse stock
split. Finally, 6,000,000 post-split shares of common stock were issued for
services valued at $18,000 and 3,000,000 post-split shares of common stock
were issued for $10,000 cash.
<TABLE>
SIERRA INTERNATIONAL, INC.
(Formerly Nature Talks Corporation)
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
November 30, October 31,
1997 1997 1996
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 5,000 $ - $ -
Total Current Assets 5,000 - -
TOTAL ASSETS $ 5,000 $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 498 $ 489 $ 475
Taxes payable 200 200 100
Shareholder loan payable
(Note 2) 2,000 - -
Total Liabilities 2,698 689 575
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 100,000,000
shares authorized of $0.001
par value, 3,188,693, 181,318
and 181,318 shares issued and
outstanding, respectively 3,189 182 182
Capital in excess of par value 57,088 57,095 57,095
Deficit accumulated during the
development stage (57,975) (57,966) (57,852)
Total Stockholders' Equity
(Deficit) 2,302 (689) (575)
TOTAL LIABILITIES, AND
STOCKHOLDERS EQUITY
(DEFICIT) $ 5,000 $ - $ -
</TABLE>
<TABLE>
SIERRA INTERNATIONAL, INC.
(Formerly Nature Talks Corporation)
(A Development Stage Company)
Statements of Operations
<CAPTION>
From
Inception on
For the December 26,
Month Ended 1986 Through
November 30, For the Years Ended October 31, November 30,
1997 1997 1996 1995 1997
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES - - - - -
LOSS FROM DISCONTINUED
OPERATIONS (9) (114) (30,160) (107) (57,975)
NET LOSS $ (9) $ (114) $ (30,160)$ (107)$(57,975)
LOSS PER SHARE $ (0.00) $ (0.00) $ (0.20)$ (0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES 1,484,514 181,318 148,989 81,318
</TABLE>
<TABLE>
SIERRA INTERNATIONAL, INC.
(Formerly Nature Talks Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance at inception
on December 26, 1986 - $ - $ - $ -
Shares issued for cash
at $0.75 per share 6,667 7 4,993 -
Partial liquidating
dividend - April 17, 1987 - - (2,484) -
Net loss for the year ended
October 31, 1987 - - - (910)
Balance, October 31, 1987 6,667 7 2,509 (910)
Net loss for the year ended
October 31, 1988 - - - (1,701)
Balance, October 31, 1988 6,667 7 2,509 (2,611)
Net income for the year ended
October 31, 1989 - - - 251
Balance, October 31, 1989 6,667 7 2,509 (2,360)
Contribution and cancellation
of shares by officers of the
Company (4650) (4) 4 -
Shares issued for services
valued at $0.30 per share 16,667 17 4,983 -
Shares issued for services
valued at $0.31 per share 97 - 30 -
Shares issued for services
valued at $0.29 per share 68 - 20 -
Shares issued for services
valued at $0.29 per share 68 - 20 -
Shares issued for services
valued at $0.29 per share 68 - 20 -
Expenses paid on behalf of the
Company by a shareholder - - 304 -
Net loss for the year ended
October 31, 1990 - - - (5,650)
Balance, October 31, 1990 18,985 20 7,890 (8,010)
Net loss for the year ended
October 31, 1991 - - - (100)
Balance, October 31, 1991 18,985 20 7,890 (8,110)
Shares issued for services
valued at $0.30 per share 350 - 105 -
Shares issued for services
valued at $0.30 per share 833 1 249 -
Shares issued for services
valued at $0.30 per share 750 1 224 -
Shares issued for services
valued at $0.30 per share 67 - 20 -
Shares issued for services
valued at $0.30 per share 83 - 25 -
Shares issued for services
valued at $0.30 per share 3,333 3 997 -
Shares issued for services
valued at $0.30 per share 21,667 22 6,478 -
Shares issued for services
valued at $0.30 per share 1,667 2 498 -
Shares issued in acquisition
of Nature Talks Corp. valued
at $0.30 per share 33,333 33 9,967 -
Shares issued for services
valued at $0.30 per share 250 - 75 -
Net loss for the year ended
October 31, 1992 - - - (19,275)
Balance, October 31, 1992 81,318 82 26,528 (27,385)
Net loss for the year ended
October 31, 1993 - - - (100)
Balance, October 31, 1993 81,318 82 26,528 (27,485)
Net loss for the year ended
October 31, 1994 - - - (100)
Balance, October 31, 1994 81,318 82 26,528 (27,585)
Net loss for the year ended
October 31, 1995 - - - (107)
Balance, October 31, 1995 81,318 82 26,528 (27,692)
Shares issued for services
valued at $0.30 per share 76,667 77 22,923 -
Shares issued for services
valued at $0.30 per share 16,667 17 4,983 -
Shares issued for services
valued at $0.30 per share 3,333 3 997 -
Shares issued for services
valued at $0.30 per share 3,333 3 997 -
Expenses paid on behalf of the
company by a shareholder - - 667 -
Net loss for the year ended
October 31, 1996 - - - (30,160)
Balance, October 31, 1996 181,318 182 57,095 (57,852)
Net loss for the year ended
October 31, 1997 - - - (114)
Balance, October 31, 1997 181,318 182 57,095 (57,966)
Issuance of fractional shares
for 1-for-300 reverse stock
split 7,375 7 (7) -
Shares issued for cash at par 3,000,000 3,000 - -
Net loss for the month ended
November 30, 1997 - - - (9)
Balance, November 30, 1997 3,188,693 $ 3,189 $ 57,088 $ (57,975)
</TABLE>
<TABLE>
SIERRA INTERNATIONAL, INC.
(Formerly Nature Talks Corporation)
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
From
Inception on
For the December 26,
Month Ended 1986 Through
November 30, For the Years Ended October 31, November 30,
1997 1997 1996 1995 1997
<S> <C> <C> <C> <C> <C>
Cash Flows from Operating
Activities:
Net loss from
discontinued
operations $ (9) $ (114) $ (30,160) $ (107) $(57,975)
Organization costs - - - - (1,065)
Depreciation and
amortization - - - - 3,496
Stock issued for services - - 30,000 - 53,790
Increase (decrease in
accounts payable 9 14 - - 498
Increase (decrease) in
taxes payable - 100 (507) 107 200
Cash Provided (Used) by
Operating Activities - - (667) - (1,056)
Cash Flows from Investing
Activities:
Purchase of equipment - - - - (4,887)
Cash Provided (Used) by
Investing activities - - - - (4,887)
Cash Flows from Financing
Activities:
Disbursement of partial
liquidating dividend - - - - (2,484)
Capital contributed by
stockholders - - 667 - 971
Non-cash sale of video
cassettes - - - - (369)
Issuance of common stock 3,000 - - - 8,000
Proceeds of loan from
shareholder 2,000 - - - 4,825
Cash Provided (Used) by
Financing Activities $5,000 $ - $ 667 $ - $10,943
NET INCREASE (DECREASE)
IN CASH $5,000 $ - $ - $ - $ 5,000
CASH AT BEGINNING OF
PERIOD - - - - -
CASH AT END OF PERIOD $5,000 $ - $ - $ - $ 5,000
Cash Payments For:
Income taxes $ - $ - $ - $ - $ -
Interest $ - $ - $ - $ - $ -
Non-Cash Financing Activities:
Exchange of video
cassettes in lieu of
note payable $ - $ - $ - $ - $ 369
</TABLE>
SIERRA INTERNATIONAL, INC.
(Formerly Nature Talks Corporation)
(A Development Stage Company)
Notes to the Financial Statements
November 30, 1997, October 31, 1997, 1996 and 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Sierra International,
Inc. (formerly Nature Talks Corporation). The Company was incorporated as
Celebrity Videos, Inc. under the laws of the State of Utah on December 26,
1986. On April 17, 1987 the Company was "spun off" of Loki Holding
Corporation (formerly Dynamic Video, Inc.) in a partial liquidating dividend.
On July 18, 1990, the Company changed its name to Vegas Gaming Services, Inc.
On April 15, 1992, the Company changed its name to Nature Talks Corporation.
At a meeting on November 18, 1997, the shareholders approved a
proposal to reverse stock split the outstanding common shares at a rate of 1
share for every 300 shares outstanding, with no stockholders' holdings to be
reduced below 50 shares as a result of such reverse split. All references to
shares outstanding and earnings per share have been retroactively restated to
reflect the reverse stock split. On November 26, 1997, the Company changed
its name to Sierra International, Inc.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has adopted an October 31 year end.
c. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares issued and outstanding at the date of the
financial statements.
d. Use of 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
statement and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.
NOTE 2 - RELATED PARTY TRANSACTIONS
A shareholder loaned the Company $2,000 to cover operating expenses.
The note payable is unsecured, due on demand and accrues interest at 10%
annually.
NOTE 3 - 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. In the interim, shareholders of the Company
have committed to meeting its minimal operating expenses.
NOTE 4 - ISSUANCE OF STOCK
During the year ended October 31, 1987, the Company issued 6,667
shares of common stock for $5,000 cash.
During the year ended October 31, 1990, shareholders of the Company
contributed 4,650 shares of common stock back to the Company. In addition
16,968 shares of common stock were issued for services valued at an average
price of $0.30 per share.
During the year ended October 31, 1992, the Company issued 29,000
shares of common stock for services valued at an average price of $0.30 per
share. In addition, the Company issued 33,333 shares of common stock in the
acquisition of Nature Talks Corporation.
During the year ended October 31, 1996, the Company issued 100,000
shares of common stock for services valued at $0.30 per share.
During the month ended November 30, 1997, the Company issued 7,375
fractional shares of common stock as a result of the 300-to-1 reverse stock
split. In addition, 3,000,000 post-split shares of common stock were issued
for $3,000 cash.
ARTICLES OF INCORPORATION
CELEBRITY VIDEOS INCORPORATED
We, the undersigned natural persons of the age of eighteen years or
more, acting as incorporators of the corporation under the Utah Business
Corporations Act (hereinafter called the "Act") adopt the following
Articles of Incorporation for such corporation.
ARTICLE I. NAME.
The name of the corporation (hereinafter called the "Corporation")
is CELEBRITY VIDEOS INCORPORATED.
ARTICLE II. PERIOD OF DURATION.
The period of duration of the Corporation is perpetual.
ARTICLE III. PURPOSES AND POWERS.
The purpose for which this Corporation is organized is to purchase,
sell, lease and otherwise distribute video tapes and other video
equipment and merchandise and to engage in any and all other lawful
business.
ARTICLE IV. CAPITALIZATION.
The Corporation shall have the authority to issue 100,000,000
shares of one mil ($0.001) par value common stock. All stock of the
Corporation shall be of the same class and shall have the same rights and
preferences. Fully paid stock of this Corporation shall not be liable
for further call or assessment. The authorized shares shall be issued at
the discretion of the Directors.
ARTICLE V. INCORPORATORS.
The name and address of each incorporator is:
Steven D. Moulton
4596 Russell Street
Salt Lake City, Utah 84117
Ronald Moulton
4596 Russell Street
Salt Lake City, Utah 84117
Chris Omer
4664 Wander Lane
Salt Lake City, Utah 84117
ARTICLE VI. DIRECTORS.
The Corporation shall be governed by a Board of Directors
consisting of no less than three (3) and no more than (9) directors.
Directors need not be shareholders in the Corporation but shall be
elected by the shareholders of the Corporation. The number of Directors
constituting the initial Board of Directors is three (3) and the name and
address of the person who shall serve as Directors until their successors
are elected and qualified are:
Steven D. Moulton
4596 Russell Street
Salt Lake City, Utah 84117
Ronald Moulton
4596 Russell Street
Salt Lake City, Utah 84117
Chris Omer
4664 Wander Lane
Salt Lake City, Utah 84117
ARTICLE VII. COMMENCEMENT OF BUSINESS.
The Corporation shall not commence business until at least One
Thousand Dollars ($1,000) has been received by the Corporation as
consideration for the issuance of its shares.
ARTICLE VIII. PREEMPTIVE RIGHTS.
There shall be no pre-emptive right to acquire unissued and/or
treasury shares of the stock of the Corporation.
ARTICLE IX. VOTING OF SHARES.
Each outstanding share of common stock of the Corporation shall be
entitled to one vote on each matter submitted to a vote at the meeting of
the shareholders. Each shareholder shall be entitled to vote his or its
shares in person or by proxy, executed in writing by such shareholder, or
by his duly authorized attorney-in-fact. At each election of Directors,
every shareholder entitled to vote in such election shall have the right
to vote in person or by proxy the number of shares owned by him or it for
as many persons as there are directors to be elected and for whose
election he or it has the right to vote, but the shareholder shall have
no right to accumulate his or its votes with regard to such election.
ARTICLE X. DECLARATION OF PARTIAL LIQUIDATING DIVIDENDS.
The Board of Directors shall have the authority to declare, in its
discretion, any dividend permitted by law including dividends in cash and
property and shall, in addition, have authority to declare partial
liquidating dividends by the Corporation without the consent or vote of
the shareholders.
ARTICLE XI. REGISTERED OFFICE AND REGISTERED AGENT.
The name and address of the initial registered office of the
Corporation is Steven D. Moulton at 2056 East 3300 South, Suite #1, Salt
Lake City, Utah 84109.
/s/Steven D. Moulton /s/Steven D. Moulton
Incorporator Registered Agent
/s/Ronald Moulton
Incorporator
/s/Chris Omer
Incorporator
STATE OF UTAH )
)SS.
COUNTY OF SALT LAKE)
On the 26th day of December, 1986, personally appeared before me
Steven D. Moulton, Ronald Moulton and Chris Omer and duly acknowledged to
me that they are the persons who signed the foregoing instrument and know
the contents thereof and that the same is true of their own knowledge as
to those matters upon which they operate on information and belief and as
to those matters believe them to be true.
/s/Dan S. Walter
NOTARY PUBLIC
Residing in Salt Lake County, Utah.
My commission expires: 3/12/90
REVISED
ARTICLES OF INCORPORATION
OF
CELEBRITY VIDEOS INCORPORATED
We, the undersigned, being all of the incorporators and Directors
of Celebrity Videos Incorporated, and there being no shareholders of
Celebrity Videos Incorporated, do hereby adopt the following Revised
Articles of Incorporation for such corporation to supersede and replace
any and all previous Articles of Incorporation or amendments thereto.
ARTICLE I. NAME.
The name of the corporation (hereinafter called the "Corporation")
is CELEBRITY VIDEOS INCORPORATED.
ARTICLE II. PERIOD OF DURATION.
The period of duration of the Corporation is perpetual.
ARTICLE III. PURPOSES AND POWERS.
The purpose for which this Corporation is organized is to purchase,
sell, lease and otherwise distribute video tapes and other video
equipment and merchandise and to engage in any and all other lawful
business.
ARTICLE IV. CAPITALIZATION.
The Corporation shall have the authority to issue 100,000,000
shares of one mil ($0.001) par value common stock. All stock of the
Corporation shall be of the same class and shall have the same rights and
preferences. Fully paid stock of this Corporation shall not be liable
for further call or assessment. The authorized shares shall be issued at
the discretion of the Directors.
ARTICLE V. INCORPORATORS.
The name and address of each incorporator is:
Steven D. Moulton
4596 Russell Street
Salt Lake City, Utah 84117
Ronald Moulton
4596 Russell Street
Salt Lake City, Utah 84117
Chris Omer
4664 Wander Lane
Salt Lake City, Utah 84117
ARTICLE VI. DIRECTORS.
The Corporation shall be governed by a Board of Directors
consisting of no less than three (3) and no more than (9) directors.
Directors need not be shareholders in the Corporation but shall be
elected by the shareholders of the Corporation. The number of Directors
constituting the initial Board of Directors is three (3) and the name and
address of the person who shall serve as Directors until their successors
are elected and qualified are:
Steven D. Moulton
4596 Russell Street
Salt Lake City, Utah 84117
Ronald Moulton
4596 Russell Street
Salt Lake City, Utah 84117
Chris Omer
4664 Wander Lane
Salt Lake City, Utah 84117
ARTICLE VII. COMMENCEMENT OF BUSINESS.
The Corporation shall not commence business until at least One
Thousand Dollars ($1,000) has been received by the Corporation as
consideration for the issuance of its shares.
ARTICLE VIII. PREEMPTIVE RIGHTS.
There shall be no pre-emptive right to acquire unissued and/or
treasury shares of the stock of the Corporation.
ARTICLE IX. VOTING OF SHARES.
Each outstanding share of common stock of the Corporation shall be
entitled to one vote on each matter submitted to a vote at the meeting of
the shareholders. Each shareholder shall be entitled to vote his or its
shares in person or by proxy, executed in writing by such shareholder, or
by his duly authorized attorney-in-fact. At each election of Directors,
every shareholder entitled to vote in such election shall have the right
to vote in person or by proxy the number of shares owned by him or it for
as many persons as there are directors to be elected and for whose
election he or it has the right to vote, but the shareholder shall have
no right to accumulate his or its votes with regard to such election.
ARTICLE X. DECLARATION OF PARTIAL LIQUIDATING DIVIDENDS.
The Board of Directors shall have the authority to declare, in its
discretion, any dividend permitted by law including dividends in cash and
property and shall, in addition, have authority to declare partial
liquidating dividends by the Corporation without the consent or vote of
the shareholders.
ARTICLE XI. REGISTERED OFFICE AND REGISTERED AGENT.
The name and address of the initial registered office of the
Corporation is Steven D. Moulton at 2056 East 3300 South, Suite #1, Salt
Lake City, Utah 84109.
ARTICLE X. CONTROL SHARE ACQUISITIONS.
Section 16-10-76.5 of the Utah Code Annotated, with regard to
rights concerning shareholders objecting to control share acquisitions,
shall not apply to the shares of this Corporation or to the shareholders
of this Corporation and the shareholders of the Corporation shall not be
entitled, by law or by these articles, or by the Bylaws of the
Corporation to the rights or remedies provided by that section of the
law.
/s/Steven D. Moulton /s/Steven D. Moulton
Incorporator Registered Agent
/s/Ronald Moulton
Incorporator
/s/Chris Omer
Incorporator
STATE OF UTAH )
)SS.
COUNTY OF SALT LAKE)
On the 30th day of December, 1986, personally appeared before me
Steven D. Moulton, Ronald Moulton and Chris Omer and duly acknowledged to
me that they are the persons who signed the foregoing instrument and know
the contents thereof and that the same is true of their own knowledge as
to those matters upon which they operate on information and belief and as
to those matters believe them to be true.
/s/Dan S. Walter
NOTARY PUBLIC
Residing in Salt Lake County, Utah.
My commission expires: 3/12/90
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CELEBRITY VIDEOS INCORPORATED
Celebrity Videos, Inc., by and through the undersigned,
constituting the president and secretary, of said corporation, hereby
amends the Articles of Incorporation of said corporation as follows:
1. The name of the Corporation is Celebrity Videos Incorporated.
2. Article I of the R=vised Articles of Incorporation is amended to
read as follows:
ARTICLE I. NAME.
The name of the Corporation is Vegas Gaming Services, Inc.
3. The foregoing amendment was adopted by consent of the
shareholders at a meeting held on June 8, 1990.
4. The number of shares outstanding and entitled to vote upon such
amendment was 14,210,000.
5. The number of shares voted for the amendment was 10,223,923;
against was -0-; and abstained was -0-.
6. The foregoing amendment does not provide for an exchange,
reclassification, or cancellation of issued shares of the Corporation.
7. The foregoing amendment does not effect a change in the amount
of stated capital of the Corporation.
Dated: June 18, 1990
Attest: CELEBRITY VIDEOS INCORPORATED
By/S/Dr. Ed Smith, Secretary By/s/Victor S. Gill, President
State of Nevada )
) ss.
County of Clark )
On this 2nd day of July 1990, before me, the undersigned, a Notary
Public, duly commissioned and sworn, personally appeared Victor S. Gill,
known to me to be the president of Celebrity Videos, Inc., who executed
the within instrument and known to me to be the person who affixed his
name thereto as such president and who acknowledged to me that he
executed the same freely and voluntarily and for the uses and purposes
therein mentioned.
My Commission Expires:
October 28, 1991
/s/Mildred W. Farris
Notary Public
Residing in Las Vegas, NV
State of California )
) ss.
County of San Bernardino)
On this 10th day July, 1990, before me, the undersigned, Notary
Public, duly commissioned and sworn, personally appeared Dr. Ed Smith,
known to me to be the secretary of Celebrity Videos, Inc., who executed
the within instrument and known to me to be the person who affixed his
name thereto as such secretary and who acknowledged to me that he
executed the same freely and voluntarily and for the uses and purposes
therein mentioned.
My Commission Expires:
June 20, 1994
/s/Jerry Stone
Notary Public
Residing in: Lake Arrowhead, CA
ARTICLES OF AMENDMENT OF
VEGAS GAMING SERVICES, INC.
At a properly noticed Shareholders' Meeting held on the 2nd day of
March, 1992 the shareholders of Vegas Gaming Services, Inc. adopted the
following Amendment to the Articles of Incorporation of the Company.
I.
Article I. shall be amended to read as follows:
Name. The name of the Corporation (hereinafter called Corporation)
shall be Nature Talks Corporation.
II.
At the aforementioned Shareholders' Meeting there were 10,709,918
shares outstanding and 10,709,918 shares entitled to vote on these
Articles of Amendment.
III.
Of the total shares entitled to vote on the aforementioned
amendment 10,108,391 shares voted in favor, 357 shares voted
against and no shares abstained.
/s/Luis Lamar, President Department of Commerce
Division of Corporations and Commercial Code
/s/Adis Lamar, Secretary I Hereby certify that the foregoing has been
filed, and approved on the 15th day of
April, 1992 in the office of this Division
and hereby issue this certificate thereof.
Examiner MC Date 4/15/92
Gary R. Hansen
Division Director
STATE OF UTAH )
): s s
COUNTY OF SALT LAKE )
On the 6th day of April, 1992 personally appeared before me, Luis
Lamar, President and Adis Lamar, Secretary of Nature Talks Corporation
who, after being duly sworn, stated that the aforementioned is a true and
correct recollection of the Amendment to the Articles of Incorporation
adopted at a Shareholders' Meeting on March 2, 1992 and that all of the
matters contained herein are true and correct.
/s/Angela Powers
NOTARY PUBLIC STATE OF FLORIDA
My Commission Expires APR. 4, 1994
Residing In: Hialeah, FL
ARTICLES OF AMENDMENT OF
VEGAS GAMING SERVICES, INC.
At a properly noticed Shareholders' Meeting held on the 2nd day of
March, 1992 the shareholders of Vegas Gaming Services, Inc. adopted the
following Amendment to the Articles of Incorporation of the Company.
I.
Article I. shall be amended to read as follows:
Name. The name of the Corporation (hereinafter called Corporation)
shall be Nature Talks Corporation.
II.
At the aforementioned Shareholders' Meeting there were 10,709,918
shares outstanding and 10,709,918 shares entitled to vote on these
Articles of Amendment.
III.
Of the total shares entitled to vote on the aforementioned
amendment 10,108,391 shares voted in favor, 357 shares voted
against and no shares abstained.
/s/Luis Lamar, President Department of Commerce
Division of Corporations and Commercial Code
/s/Adis Lamar, Secretary I Hereby certify that the foregoing has been
filed, and approved on the 15th day of
April, 1992 in the office of this Division
and hereby issue this certificate thereof.
Examiner MC Date 4/15/92
Gary R. Hansen
Division Director
STATE OF UTAH )
): s s
COUNTY OF SALT LAKE )
On the 6th day of April, 1992 personally appeared before me, Luis
Lamar, President and Adis Lamar, Secretary of Nature Talks Corporation
who, after being duly sworn, stated that the aforementioned is a true and
correct recollection of the Amendment to the Articles of Incorporation
adopted at a Shareholders' Meeting on March 2, 1992 and that all of the
matters contained herein are true and correct.
/s/Angela Powers
NOTARY PUBLIC STATE OF FLORIDA
My Commission Expires APR. 4, 1994
Residing In: Hialeah, FL
ARTICLES OF INCORPORATION
OF
SIERRA HOLDINGS GROUP, INC.
The undersigned natural person, acting as incorporator of the
corporation under the Nevada Revised Statues, adopts the following
Articles of Incorporation for such corporation.
ARTICLE I
Name. The name of the corporation is "Sierra Holdings Group, Inc."
(hereinafter, the Corporation'').
ARTICLE II
Period of Duration. The period of duration of the Corporation is
perpetual.
ARTICLE III
Purposes and Powers. The purpose for which the Corporation is
organized is to engage in any and all lawful business.
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue
100,000,000 shares of common voting stock having a par value of one mill
($0.001) per share. All stock of the Corporation shall be of the same
class and shall have the rights and preferences. Fully paid stock of the
Corporation shall not be liable for further call or assessment. The
authorized shares shall be issued at the discretion of the Board of
Directors of the Corporation.
ARTICLE V
Initial Resident Agent. The initial resident agent of the
Corporation shall be CSC Services of Nevada, Inc., and the street address
and mailing address of the initial resident agent are: 502 East John
Street, Suite E, Carson City, Nevada 89706.
ARTICLE VI
Directors. The Corporation shall be governed by a Board of
Directors consisting of no less than three directors. The number of
directors constituting the initial Board of Directors is three and the
name and street address of the persons who shall serve as directors until
their successors are elected and qualified are, to-wit:
Steven D. Moulton
4848 South Highland Drive, #353
Salt Lake City, UT 84117
Jeff Taylor
4848 South Highland Drive, #353
Salt Lake City, UT 84117
Michelle R. Wheeler
4848 South Highland Drive, #353
Salt Lake City, UT 84117
ARTICLE VII
Incorporator. The name and street address of the incorporator is:
Steven D. Moulton
4848 South Highland Drive, #353
Salt Lake City, UT 84117
ARTICLE VIII
Control Share Acquisitions. The provisions of NRS 78.378 to
78.3793, inclusive, are not applicable to the Corporation.
ARTICLE IX
Indemnification of Directors and Executive Officers. To the fullest
extent allowed by law, the directors and executive officers of the
Corporation shall be entitled to indemnification from the Corporation for
acts and omissions taking place in connection with their activities in
such capacities.
/s/Steven D. Moulton
STATE OF UTAH )
):ss
COUNTY OF SALT LAKE )
On the 29th day of January, 1998, personally appeared before me
Steven D. Moulton, who duly acknowledged to me that he is the person who
signed the foregoing instrument as incorporator; that he has read the
foregoing instrument and knows the contents thereof; and that
the contents thereof are true of his personal knowledge.
/s/Susan G. Bryan
Notary Public
ARTICLES OF AMENDMENT
THE ARTICLES OF INCORPORATION OF
SIERRA INTERNATIONAL, INC.
Pursuant to the provisions of Section 16-10a-1006 of the Utah
Revised Business Corporation Act, the undersigned corporation hereby
adopts the following Articles of Amendment to its Articles of
Incorporation.
FIRST: The name of the corporation is Sierra International, Inc.
(the "Company").
SECOND: The following amendments to the Articles of Incorporation
of the Company were duly adopted by the stockholders of the corporation
at a meeting held November 18, 1997, in the manner prescribed by the Utah
Revised Business Corporation Act, to-wit:
ARTICLE III - CAPITALIZATION
THIRD: These amendments do not provide for any exchange,
reclassification or cancellation of issued shares; however, pursuant to
the resolution adopted by the stockholders of the corporation at the
meeting held February 9, 1998, the 3,188,693 one mill ($0.001) par value
common voting shares issued and outstanding were reverse split on a basis
of one for 10, while retaining the authorized shares at 100,000,000 and
retaining the par value at one mill ($0.001 ) per share, with appropriate
adjustments being made in the additional paid in capital and stated
capital accounts of the Company, and resulting in a total of
approximately 318,870 shares of one mill ($0.001 ) par value common
voting stock being issued and outstanding. No stockholder's share
holdings will be reduced below 50 shares as a result of such reverse
split.
FOURTH: These amendments adopting the reverse split of the
Company's common stock, were adopted by the stockholders at a meeting
held February 9, 1998.
FIFTH: These amendments were not adopted by the incorporators or
the Board of Directors without stockholder action.
SIXTH: (a) The designation and number of outstanding shares of each
class entitled to vote thereon as a class were as follows, to-wit:
CLASS NUMBER OF SHARES
Common 3,188,693
(b) The number of shares voted for such amendments was
3,083,457, with none opposing and none abstaining.
IN WITNESS WHEREOF, the undersigned President and Secretary, having
been thereunto duly authorized, have executed the foregoing Articles of
Amendment for the corporation under the penalties of perjury this 10th
day of February, 1998.
SIERRA INTERNATIONAL, INC.
/s/Steven D. Moulton, President
Attest
/s/Michelle Wheeler, Secretary
ARTICLES OF MERGER
OF
SIERRA INTERNATIONAL, INC.
(a Utah corporation)
AND
SIERRA HOLDINGS GROUP, INC.
(a Nevada corporation)
Pursuant to the provisions of Section 16-lOa-1105 of the Utah
Revised Business Corporation Act, and Section 92A. 190 of the Nevada
Revised Statues, it is hereby certified that:
1. The names and addresses of the merging corporations are Sierra
International, Inc., 4848 South Highland Drive, #353, Salt Lake City,
Utah 84117, which is a corporation organized under the laws of the State
of Utah ("Sierra - Utah"), and Sierra Holdings Group, Inc., 5445 South
Highland Drive, Holladay, Utah 84117, which is a business corporation
organized under the laws of the State of Nevada ("Sierra - Nevada").
2. The following is the Plan of Merger (the "Plan") for merging
Sierra - Utah with and into Sierra - Nevada as approved by the Board of
Directors and stockholders of each of said corporations (with the
stockholders of Sierra - Utah being sometimes called the "Utah
Stockholders"), pursuant to which Sierra - Nevada will be the surviving
corporation:
Plan of Merger
1.1 Merger and Surviving Corporation. Sierra - Utah will
merge into Sierra - Nevada being the "Surviving Corporation"; the
separate existence of Sierra - Utah shall cease, and the name of the
Surviving Corporation shall become "Sierra Holdings Group, Inc." Until
amended, modified or otherwise altered, the Articles of Incorporation of
Sierra - Nevada shall continue to be the Article of Incorporation of the
Surviving Corporation; and the Bylaws of Sierra - Nevada shall continue
to be the Bylaws of the Surviving Corporation.
1.2 Share Conversion. Each outstanding or subscribed share of
common stock of Sierra - Utah (the "Sierra - Utah Shares") shall, upon
the effective date of the Plan, be converted into one share of common
stock of Sierra - Nevada; all fractional shares shall be rounded to the
nearest whole share.
1.3 Survivor's Succession to Corporate Rights. The Surviving
Corporation shall thereupon and thereafter possess all rights,
privileges, powers and franchises of public as well of a private nature,
and be subject to all of the restrictions, disabilities and duties of
Sierra - Utah; and all and singular, the rights, privileges, powers and
franchises of Sierra - Utah, and all property, real, personal and mixed,
and all debts due to Sierra - Utah on whatever account, as well for stock
subscriptions as all other things in action or belonging to Sierra Utah
shall be vested in the Surviving Corporation; and all property, rights,
privileges, powers and franchises, and all and every other interest shall
be thereafter as effectually the property of the Surviving Corporation as
they were of Sierra - Utah, and the title to any real estate vested by
deed or otherwise in Sierra - Utah shall not revert or be in any way
impaired by reason of the Plan; but all rights of creditors and all liens
upon any property of Sierra - Utah shall be preserved unimpaired, and all
debts, liabilities and duties of Sierra - Utah shall thenceforth attach
to the Surviving Corporation and may be enforced against it to the same
extent as if said debts, liabilities and duties had been incurred or
contracted by it.
1.4 Survivor's Succession to Corporate Acts. Plans. Contracts. etc.
All corporate acts, plans, policies, contracts, approvals and
authorizations of Sierra - Utah and its stockholders, its Board of
Directors, committees elected or appointed by the Board of Directors,
officers and agents, which were valid and effective immediately prior to
the effective time of the Plan, shall be taken for all purposes as the
acts, plans, policies, contracts, approvals and authorizations of the
Surviving Corporations and shall be as effective and binding thereon as
the same were with respect to Sierra - Utah. The employees of Sierra -
Utah shall become the employees of the Surviving Corporation and continue
to be entitled to the same rights and benefits which they enjoyed as
employees of Sierra Utah.
1.5 Survivor's Rights to Assets, Liabilities, Reserves. etc. The
assets, liabilities, reserves and accounts of Sierra - Utah shall be
recorded on the books of me Surviving Corporation at the amounts at which
they, respectively, shall then be carried on the books of Sierra - Utah,
subject to such adjustments or eliminations of intercompany items as may
be appropriate in giving effect to the Plan.
1.6 Resignations of Present Directors and Executive Officers of the
Surviving Corporation and Designation of New Directors and Executive
Officers. On Closing, the present directors and executive officers of
Sierra Nevada shall resign, in seriatim, and designate the directors and
executive officers of Sierra - Utah to serve in their place and stead,
until the next respective annual meetings of the stockholders of Board of
Directors of the Surviving Corporation, and until their respective
successors shall be elected and qualified or until their respective prior
resignations or terminations.
1.7 Principal Office. The principal executive office of the
Surviving Corporation shall be located at 5445 South Highland Drive,
Holladay, Utah 84117. The Surviving Corporation shall also maintain a
registered office in the State of Nevada at 502 East John Street, Carson
City, Nevada 89706.
1.8 Adoption. The Plan shall be adopted by the Board of Directors
of Sierra - Nevada, and by the Sierra - Utah Stockholders.
1.9 Dissenters' Rights and Notification. As the Plan requires the
affirmative vote of the outstanding voting securities of Sierra - Utah,
dissenters' rights are not applicable under the Plan;
1.10 Delivery of Certificates by the Sierra - Utah Stockholders.
The transfer of the Sierra - Utah Shares by the Sierra - Utah
Stockholders shall be effected by the delivery to Sierra - Nevada or its
transfer agent of certificates representing the Sierra - Utah Shares
endorsed in blank or accompanied by stock powers executed in blank, with
all signatures witnessed or guaranteed to the satisfaction of Sierra -
Nevada and with any necessary transfer taxes and other revenue stamps
affixed and acquired at the expense of the Sierra - Utah Stockholders,
and on receipt thereof to the satisfaction of the Surviving Corporation,
stock certificates representing shares in Sierra - Nevada shall be issued
and delivered to the Sierra - Utah Stockholders.
1.11 Further Assurance. At the Closing and from time to time
thereafter, the parties shall execute such additional instruments and
take such other action as may be reasonably required or necessary to
carry out the terms and provisions hereof.
1.12 Effective Date. The Effective Date of the Plan shall be the
date when the Articles of Merger are filed and accepted by the Secretary
of State of the State of Nevada and at such time as all applicable
provisions of the Nevada Revised Statutes have been met, and in
compliance with Section 16-lOa-1104(5) of the Utah Revised Business
Corporation Act.
3. The Plan has been approved by the respective Boards of Directors
of Sierra - Nevada and Sierra - Utah and the stockholders of Sierra -
Utah, in accordance with the provisions of Section 92A. 120 of the Nevada
Revised Statues. Sierra - Utah has one class of outstanding securities,
common; Sierra - Utah owns 100% of the outstanding shares of Sierra -
Nevada and therefore the vote of the stockholders of Sierra - Nevada is
not required.
4. The applicable provisions of the Nevada Revised Statutes
relating to the merger of Sierra - Utah with and into Sierra - Nevada
will have complied with upon compliance with any of the filings and
recording requirements thereof.
5. The merger herein provided for shall become effective in the
State of Nevada of the date of filing hereof.
SIERRA INTERNATIONAL INC.,
a Utah corporation
Date: 2/10/98 By/s/Steven D. Moulton
Steven D. Moulton, President
Date: 2/10/98 By/s/Michelle Wheeler
Michelle Wheeler, Secretary
STATE OF UTAH )
)ss
COUNTY OF SALT LAKE )
Personally appeared before me this 10 day of February, 1998, Steven
D. Moulton and Michelle Wheeler, who duly acknowledged to me that they
are the President and Secretary, respectively, of Sierra International,
Inc., a Utah corporation, and that they are authorized to and did execute
the foregoing Articles of Merger.
/s/LANE CLISSOLD
NOTARY PUBLIC
SIERRA HOLDINGS GROUP, INC.,
a Nevada corporation
Date 2/10/98 By/s/Steven D. Moulton
Steven D. Moulton, President
Date 2/10/98 By/s/Michelle Wheeler
Michelle Wheeler, Secretary
STATE OF UTAH )
)ss
COUNTY OF SALT LAKE )
Personally appeared before me this 10th day of February 1998,
Steven D. Moulton and Michelle Wheeler, who duly acknowledged to me that
they are the President and Secretary, respectively, of Sierra Holdings
Group, Inc., a Nevada corporation, and that they are authorized to and
did execute the foregoing Articles of Merger.
/s/LANE CLISSOLD
Notary Public
BYLAWS
OF
SIERRA HOLDINGS GROUP, INC.
ARTICLE I
OFFICES
Section 1.01 Location of Offices. The corporation may maintain
such offices within or without the State of Nevada as the Board of
Directors may from time to time designate or require.
Section 1.02 Principal Office. The address of the principal
office of the corporation shall be at the address of the registered
office of the corporation as so designated in the office of the
Lieutenant Governor/Secretary of State of the state of incorporation, or
at such other address as the Board of Directors shall from time to time
determine.
ARTICLE II
SHAREHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the
shareholders shall be held in May of each year or at such other time
designated by the Board of Directors and as is provided for in the notice
of the meeting, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated for the
annual meeting of the shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the
shareholders may be called at any time by the chairman of the board, the
president, or by the Board of Directors, or in their absence or
disability, by any vice president, and shall be called by the president
or, in his or her absence or disability, by a vice president or by the
secretary on the written request of the holders of not less than one-tenth of
all the shares entitled to vote at the meeting, such written
request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case
of failure to call such meeting within 60 days after such request, such
shareholder or shareholders may call the same.
Section 2.03 Place of Meetings. The Board of Directors may
designate any place, either within or without the state of incorporation,
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 incorporation, as the place for the
holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be at the
principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant
secretary, if any, shall cause notice of the time, place, and purpose or
purposes of all meetings of the shareholders (whether annual or special),
to be mailed at least ten days, but not more than 50 days, prior to the
meeting, to each shareholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice
of any meeting of shareholders (however called or noticed, whether or not
called or noticed and whether before, during, or after the meeting), by
signing a written waiver of notice or a consent to the holding of such
meeting, or an approval of the minutes thereof. Attendance at a meeting,
in person or by proxy, shall constitute waiver of all defects of call or
notice regardless of whether waiver, consent, or approval is signed or
any objections are made. All such waivers, consents, or approvals shall
be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any annual meeting of
shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the share transfer books shall be closed,
for the purpose of determining shareholders entitled to notice of or to
vote at such meeting, but not for a period exceeding fifty (50) days. If
the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, such books
shall be closed for at least ten (10) days immediately preceding such
meeting.
In lieu of closing the share transfer books, the Board of Directors
may fix in advance a date as the record date for any such determination
of shareholders, such date in any case to be not more than fifty (50)
and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the share transfer
books are not closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting or to receive
payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been
made as provided in this Section, such determination shall apply to any
adjournment thereof. Failure to comply with this Section shall not
affect the validity of any action taken at a meeting of shareholders.
Section 2.07 Voting Lists. The officer or agent of the
corporation having charge of the share transfer books for shares of the
corporation shall make, at least ten (10) days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of, and the number of shares held by each, which list,
for a period of ten (10) days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any shareholder during the whole time of the meeting. The
original share transfer book shall be prima facia evidence as to the
shareholders who are entitled to examine such list or transfer books, or
to vote at any meeting of shareholders.
Section 2.08 Quorum. One-half of the total voting power of the
outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of the
shareholders. If a quorum is present, the affirmative vote of the
majority of the voting power represented by shares at the meeting and
entitled to vote on the subject shall constitute action by the
shareholders, unless the vote of a greater number or voting by classes is
required by the laws of the state of incorporation of the corporation or
the Articles of Incorporation. If less than one-half of the outstanding
voting power is represented at a meeting, a majority of the voting power
represented by shares so present may adjourn the meeting from time to
time without further notice. At such adjourned meeting 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.
Section 2.09 Voting of Shares. Each outstanding share of the
corporation entitled to vote shall be entitled to one vote on each matter
submitted to vote at a meeting of shareholders, except to the extent that
the voting rights of the shares of any class or series of stock are
determined and specified as greater or lesser than one vote per share in
the manner provided by the Articles of Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders, each
shareholder entitled to vote shall be entitled to vote in person or by
proxy; provided, however, that the right to vote by proxy shall exist
only in case the instrument authorizing such proxy to act shall have been
executed in writing by the registered holder or holders of such shares,
as the case may be, as shown on the share transfer of the corporation or
by his or her or her attorney thereunto duly authorized in writing. Such
instrument authorizing a proxy to act shall be delivered at the beginning
of such meeting to the secretary of the corporation or to such other
officer or person who may, in the absence of the secretary, be acting as
secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such
persons present at the meeting, or if only one be present, that one shall
(unless the instrument shall otherwise provide) have all of the powers
conferred by the instrument on all persons so designated. Persons
holding stock in a fiduciary capacity shall be entitled to vote the
shares so held and the persons whose shares are pledged shall be entitled
to vote, unless in the transfer by the pledge or on the books of the
corporation he or she shall have expressly empowered the pledgee to vote
thereon, in which case the pledgee, or his or her or her proxy, may
represent such shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any
action required to be taken at a meeting of the shareholders, or any
other action which may 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 all of the shareholders entitled to
vote with respect to the subject matter thereof.
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The property, affairs, and business
of the corporation shall be managed by its Board of Directors. The Board
of Directors may exercise all the powers of the corporation whether
derived from law or the Articles of Incorporation, except such powers as
are by statute, by the Articles of Incorporation or by these Bylaws,
vested solely in the shareholders of the corporation.
Section 3.02 Number, Term, and Qualifications. The Board of
Directors shall consist of three to nine persons. Increases or decreases
to said number may be made, within the numbers authorized by the Articles
of Incorporation, as the Board of Directors shall from time to time
determine by amendment to these Bylaws. An increase or a decrease in the
number of the members of the Board of Directors may also be had upon
amendment to these Bylaws by a majority vote of all of the shareholders,
and the number of directors to be so increased or decreased shall be
fixed upon a majority vote of all of the shareholders of the corporation.
Each director shall hold office until the next annual meeting of
shareholders of the corporation and until his or her successor shall have
been elected and shall have qualified. Directors need not be residents
of the state of incorporation or shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of electing the
entire number of directors annually, the Board of Directors may provide
that the directors be divided into either two or three classes, each
class to be as nearly equal in number as possible, the term of office of
the directors of the first class to expire at the first annual meeting of
shareholders after their election, that of the second class to expire at
the second annual meeting after their election, and that of the third
class, if any, to expire at the third annual meeting after their
election. At each annual meeting after such classification, the number
of directors equal to the number of the class whose term expires at the
time of such meeting shall be elected to hold office until the second
succeeding annual meeting, if there be two classes, or until the third
succeeding annual meeting, if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately
following, and at the same place as, the annual meeting of shareholders.
The Board of Directors may provide by resolution the time and place,
either within or without the state of incorporation, for the holding of
additional regular meetings without other notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the president, vice
president, or any two directors. The person or persons authorized to
call special meetings of the Board of Directors may fix any place, either
within or without the state of incorporation, as the place for holding
any special meeting of the Board of Directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of
the Board of Directors may participate in a meeting of the Board of
Directors or a committee of the Board of Directors by means of conference
telephone or similar communication equipment by means of which all
persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given
at least ten (10) days prior thereto by written notice delivered
personally or mailed to each director at his or her regular business
address or residence, or by telegram. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. Attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting
solely for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than a majority is present at a meeting,
a majority of the directors present may adjourn the meeting from time to
time without further notice.
Section 3.09 Manner of Acting. The act of a majority of the
directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, and the individual directors shall have no
power as such.
Section 3.10 Vacancies and Newly Created Directorship. If any
vacancies shall occur in the Board of Directors by reason of death,
resignation or otherwise, or if the number of directors shall be
increased, the directors then in office shall continue to act and such
vacancies or newly created directorships shall be filled by a vote of the
directors then in office, though less than a quorum, in any way approved
by the meeting. Any directorship to be filled by reason of removal of
one or more directors by the shareholders may be filled by election by
the shareholders at the meeting at which the director or directors are
removed.
Section 3.11 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, and may be paid a
fixed sum for 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.
Section 3.12 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 taken unless his or her or her dissent shall be entered in the
minutes of the meeting, unless he or she shall file his or her or her
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 or certified 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.
Section 3.13 Resignations. A director may resign at any time by
delivering a written resignation to either the president, a vice
president, the secretary, or assistant secretary, if any. The
resignation shall become effective on its acceptance by the Board of
Directors; provided, that if the board has not acted thereon within ten
days from the date presented, the resignation shall be deemed accepted.
Section 3.14 Written Consent to Action by Directors. Any action
required to be taken at a meeting of the directors of the corporation or
any other action which may be taken at a meeting of the directors or of a
committee, may be taken without a meeting, if a consent in writing,
setting forth the action so taken, shall be signed by all of the
directors, or all of the members of the committee, as the case may be.
Such consent shall have the same legal effect as a unanimous vote of all
the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that
purpose, one or more directors may be removed by a vote of a majority of
the shares of outstanding stock of the corporation entitled to vote at an
election of directors.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a
president, one or more vice-presidents, as shall be determined by
resolution of the Board of Directors, a secretary, a treasurer, and such
other officers as may be appointed by the Board of Directors. The Board
of Directors may elect, but shall not be required to elect, a chairman of
the board and the Board of Directors may appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The
officers shall be chosen by the Board of Directors annually at its annual
meeting. In the event of failure to choose officers at an annual meeting
of the Board of Directors, officers may be chosen at any regular or
special meeting of the Board of Directors. Each such officer (whether
chosen at an annual meeting of the Board of Directors to fill a vacancy
or otherwise) shall hold his or her office until the next ensuing annual
meeting of the Board of Directors and until his or her successor shall
have been chosen and qualified, or until his or her death, or until his
or her resignation or removal in the manner provided in these Bylaws.
Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more
offices shall act in or execute any instrument in the capacity of more
than one office. The chairman of the board, if any, shall be and remain
a director of the corporation during the term of his or her office. No
other officer need be a director.
Section 4.03 Subordinate Officers, Etc. The Board of Directors
from time to time may appoint such other officers or agents as it may
deem advisable, each of whom shall have such title, hold office for such
period, have such authority, and perform such duties as the Board of
Directors from time to time may determine. The Board of Directors from
time to time may delegate to any officer or agent the power to appoint
any such subordinate officer or agents and to prescribe their respective
titles, terms of office, authorities, and duties. Subordinate officers
need not be shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the
president, or the secretary. Unless otherwise specified therein, such
resignation shall take effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at
any special meeting of the Board of Directors called for that purpose or
at a regular meeting, by vote of a majority of the directors, with or
without cause. Any officer or agent appointed in accordance with the
provisions of Section 4.03 hereof may also be removed, either with or
without cause, by any officer on whom such power of removal shall have
been conferred by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy
shall occur in any office by reason of death, resignation, removal,
disqualification, or any other cause, or if a new office shall be
created, then such vacancies or new created offices may be filled by the
Board of Directors at any regular or special meeting.
Section 4.07 The Chairman of the Board. The Chairman of the
Board, if there be such an officer, shall have the following powers and
duties.
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of
Directors; and
(c) He or she shall be a member of the executive committee, if
any.
Section 4.08 The President. The president shall have the
following powers and duties:
(a) If no general manager has been appointed, he or she shall be
the chief executive officer of the corporation, and, subject to the
direction of the Board of Directors, shall have general charge of the
business, affairs, and property of the corporation and general
supervision over its officers, employees, and agents;
(b) If no chairman of the board has been chosen, or if such
officer is absent or disabled, he or she shall preside at meetings of the
shareholders and Board of Directors;
(c) He or she shall be a member of the executive committee, if
any;
(d) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been
authorized by the Board of Directors; and
(e) He or she shall have all power and shall perform all duties
normally incident to the office of a president of a corporation, and
shall exercise such other powers and perform such other duties as from
time to time may be assigned to him or her by the Board of Directors.
Section 4.09 The Vice Presidents. The Board of Directors may,
from time to time, designate and elect one or more vice presidents, one
of whom may be designated to serve as executive vice president. Each
vice president shall have such powers and perform such duties as from
time to time may be assigned to him or her by the Board of Directors or
the president. At the request or in the absence or disability of the
president, the executive vice president or, in the absence or disability
of the executive vice president, the vice president designated by the
Board of Directors or (in the absence of such designation by the Board of
Directors) by the president, the senior vice president, may perform all
the duties of the president, and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the president.
Section 4.10 The Secretary. The secretary shall have the
following powers and duties:
(a) He or she shall keep or cause to be kept a record of all of
the proceedings of the meetings of the shareholders and of the board or
directors in books provided for that purpose;
(b) He or she shall cause all notices to be duly given in
accordance with the provisions of these Bylaws and as required by
statute;
(c) He or she shall be the custodian of the records and of the
seal of the corporation, and shall cause such seal (or a facsimile
thereof) to be affixed to all certificates representing shares of the
corporation prior to the issuance thereof and to all instruments, the
execution of which on behalf of the corporation under its seal shall have
been duly authorized in accordance with these Bylaws, and when so
affixed, he or she may attest the same;
(d) He or she shall assume that the books, reports, statements,
certificates, and other documents and records required by statute are
properly kept and filed;
(e) He or she shall have charge of the share books of the
corporation and cause the share transfer books to be kept in such manner
as to show at any time the amount of the shares of the corporation of
each class issued and outstanding, the manner in which and the time when
such stock was paid for, the names alphabetically arranged and the
addresses of the holders of record thereof, the number of shares held by
each holder and time when each became such holder or record; and he or
she shall exhibit at all reasonable times to any director, upon
application, the original or duplicate share register. He or she shall
cause the share book referred to in Section 6.04 hereof to be kept and
exhibited at the principal office of the corporation, or at such other
place as the Board of Directors shall determine, in the manner and for
the purposes provided in such Section;
(f) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been
authorized by the Board of Directors; and
(g) He or she shall perform in general all duties incident to the
office of secretary and such other duties as are given to him or her by
these Bylaws or as from time to time may be assigned to him or her by the
Board of Directors or the president.
Section 4.11 The Treasurer. The treasurer shall have the
following powers and duties:
(a) He or she shall have charge and supervision over and be
responsible for the monies, securities, receipts, and disbursements of
the corporation;
(b) He or she shall cause the monies and other valuable effects of
the corporation to be deposited in the name and to the credit of the
corporation in such banks or trust companies or with such banks or other
depositories as shall be selected in accordance with Section 5.03 hereof;
(c) He or she shall cause the monies of the corporation to be
disbursed by checks or drafts (signed as provided in Section 5.04 hereof)
drawn on the authorized depositories of the corporation, and cause to be
taken and preserved property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the
president, whenever requested, a statement of the financial condition of
the corporation and of all of this transactions as treasurer, and render
a full financial report at the annual meeting of the shareholders, if
called upon to do so;
(e) He or she shall cause to be kept correct books of account of
all the business and transactions of the corporation and exhibit such
books to any director on request during business hours;
(f) He or she shall be empowered from time to time to require from
all officers or agents of the corporation reports or statements given
such information as he or she may desire with respect to any and all
financial transactions of the corporation; and
(g) He or she shall perform in general all duties incident to the
office of treasurer and such other duties as are given to him or her by
these Bylaws or as from time to time may be assigned to him or her by the
Board of Directors or the president.
Section 4.12 General Manager. The Board of Directors may employ
and appoint a general manager who may, or may not, be one of the officers
or directors of the corporation. The general manager, if any shall have
the following powers and duties:
(a) He or she shall be the chief executive officer of the
corporation and, subject to the directions of the Board of Directors,
shall have general charge of the business affairs and property of the
corporation and general supervision over its officers, employees, and
agents:
(b) He or she shall be charged with the exclusive management of
the business of the corporation and of all of its dealings, but at all
times subject to the control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the
executive committee, if any, he or she shall employ all employees of the
corporation, or delegate such employment to subordinate officers, and
shall have authority to discharge any person so employed; and
(d) He or she shall make a report to the president and directors
as often as required, setting forth the results of the operations under
his or her charge, together with suggestions looking toward improvement
and betterment of the condition of the corporation, and shall perform
such other duties as the Board of Directors may require.
Section 4.13 Salaries. The salaries and 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 appointed in
accordance with the provisions of Section 4.03 hereof. No officer shall
be prevented from receiving any such salary or compensation by reason of
the fact that he or she is also a director of the corporation.
Section 4.14 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 or her duties to the corporation, including responsibility for
negligence and for the accounting of all property, monies, or securities
of the corporation which may come into his or her hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation
contained in the Articles of Incorporation or these Bylaws, the president
or any vice president or the general manager, if any, may, in the name
and on behalf of the corporation, execute and deliver any contract or
other instrument authorized in writing by the Board of Directors. The
Board of Directors may, subject to any limitation contained in the
Articles of Incorporation or in these Bylaws, authorize in writing any
officer or agent to execute and delivery any contract or other instrument
in the name and on behalf of the corporation; any such authorization may
be general or confined to specific instances.
Section 5.02 Loans. No loans or advances shall be contracted on
behalf of the corporation, no negotiable paper or other evidence of its
obligation under any loan or advance shall be issued in its name, and no
property of the corporation shall be mortgaged, pledged, hypothecated,
transferred, or conveyed 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.
Section 5.03 Deposits. All monies of the corporation not
otherwise employed shall be deposited from time to time to its credit in
such banks and or trust companies or with such bankers or other
depositories as the Board of Directors may select, or as from time to
time may be selected by any officer or agent authorized to do so by the
Board of Directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, subject to the provisions of these Bylaws,
evidences of indebtedness of the corporation, shall be signed by such
officer or officers or such agent or agents of the corporation and in
such manner as the Board of Directors from time to time may determine.
Endorsements for deposit to the credit of the corporation in any of its
duly authorized depositories shall be in such manner as the Board of
Directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued
by the corporation shall be evidenced by an appropriate instrument which
shall be signed by the president or a vice president and by the secretary
and sealed with the seal of the corporation. The seal may be a
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 a facsimile. In case
any officer who signed, or whose facsimile signature has been used on any
such bond or debenture, should cease to be an officer of the corporation
for any reason before the same has been delivered by the corporation,
such bond or debenture may nevertheless be adopted by the corporation and
issued and delivered as through the person who signed it or whose
facsimile signature has been used thereon had not ceased to be such
officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales,
transfers, endorsements, and assignments of stocks, bonds, and other
securities owned by or standing in the name of the corporation, and the
execution and delivery on behalf of the corporation of any and all
instruments in writing incident to any such sale, transfer, endorsement,
or assignment, shall be effected by the president, or by any vice
president, together with the secretary, or by any officer or agent
thereunto authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to shares of
other corporations owned by or standing in the name of the corporation
shall be executed and delivered on behalf of the corporation by the
president or any vice president and the secretary or assistant secretary
of the corporation, or by any officer or agent thereunder authorized by
the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates. Every holder of shares in the
corporation shall be entitled to have a certificate, signed by the
president or any vice president and the secretary or assistant secretary,
and sealed with the seal (which may be a facsimile, engraved or printed)
of the corporation, certifying the number and kind, class or series of
shares owned by him or her in the corporation; provided, however, that
where such a certificate is countersigned by (a) a transfer agent or an
assistant transfer agent, or (b) registered by a registrar, the signature
of any such president, vice president, secretary, or assistant secretary
may be a facsimile. In case any officer who shall have signed, or whose
facsimile signature or signatures shall have been used on any such
certificate, shall cease to be such officer of the corporation, for any
reason, before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued
and delivered as though the person who signed it, or whose facsimile
signature or signatures shall have been used thereon, has not ceased to
be such officer. Certificates representing shares of the corporation
shall be in such form as provided by the statutes of the state of
incorporation. There shall be entered on the share books of the
corporation at the time of issuance of each share, the number of the
certificate issued, the name and address of the person owning the shares
represented thereby, the number and kind, class or series of such shares,
and the date of issuance thereof. Every certificate exchanged or
returned to the corporation shall be marked "Canceled" with the date of
cancellation.
Section 6.02 Transfer of Shares. Transfers of shares of the
corporation shall be made on the books of the corporation by the holder
of record thereof, or by his or her attorney thereunto duly authorized by
a power of attorney duly executed in writing and filed with the secretary
of the corporation or any of its transfer agents, and on surrender of the
certificate or certificates, properly endorsed or accompanied by proper
instruments of transfer, representing such shares. Except as provided by
law, the corporation and transfer agents and registrars, if any, shall be
entitled to treat the holder of record of any stock as the absolute owner
thereof for all purposes, and accordingly, shall not be bound to
recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall
have express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this
Article VI and of the Articles of Incorporation, the Board of Directors
may make such rules and regulations as they may deem expedient concerning
the issuance, transfer, redemption, and registration of certificates for
shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of
Business. A share book (or books where more than one kind, class, or
series of stock is outstanding) shall be kept at the principal place of
business of the corporation, or at such other place as the Board of
Directors shall determine, containing the names, alphabetically arranged,
of original shareholders of the corporation, their addresses, their
interest, the amount paid on their shares, and all transfers thereof and
the number and class of shares held by each. Such share books shall at
all reasonable hours be subject to inspection by persons entitled by law
to inspect the same.
Section 6.05 Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents and one or more
registrars with respect to the certificates representing shares of the
corporation, and may require all such certificates to bear the signature
of either or both. The Board of Directors may from time to time define
the respective duties of such transfer agents and registrars. No
certificate for shares shall be valid until countersigned by a transfer
agent, if at the date appearing thereon the corporation had a transfer
agent for such shares, and until registered by a registrar, if at such
date the corporation had a registrar for such shares.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The Board of Directors shall have power to close the share
books of the corporation for a period of not to exceed 50 days preceding
the date of any meeting of shareholders, or the date for payment of any
dividend, or the date for the allotment of rights, or capital shares
shall go into effect, or a date in connection with obtaining the consent
of shareholders for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the
Board of Directors may fix in advance a date, not exceeding 50 days
preceding the date of any meeting of shareholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital shares shall go
into effect, or a date in connection with obtaining any such consent, as
a record date for the determination of the shareholders entitled to a
notice of, and to vote at, any such meeting and any adjournment thereof,
or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent.
(c) If the share transfer books shall be closed or a record date
set for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for, or
such record date shall be, at least ten (10) days immediately preceding
such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may
issue a new certificate for shares of the corporation in place of any
certificate theretofore issued by it, alleged to have been lost or
destroyed, and the Board of Directors may, in its discretion, require the
owner of the lost or destroyed certificate or his or her legal
representatives, to give the corporation a bond in such form and amount
as the Board of Directors may direct, and with such surety or sureties as
may be satisfactory to the board, to indemnify the corporation and its
transfer agents and registrars, if any, against any claims that may be
made against it or any such transfer agent or registrar on account of the
issuance of such new certificate. A new certificate may be issued
without requiring any bond when, in the judgment of the Board of
Directors, it is proper to do so.
Section 6.08 No Limitation on Voting Rights; Limitation on
Dissenter's Rights. To the extent permissible under the applicable law
of any jurisdiction to which the corporation may become subject by reason
of the conduct of business, the ownership of assets, the residence of
shareholders, the location of offices or facilities, or any other item,
the corporation elects not to be governed by the provisions of any
statute that (i) limits, restricts, modified, suspends, terminates, or
otherwise affects the rights of any shareholder to cast one vote for each
share of common stock registered in the name of such shareholder on the
books of the corporation, without regard to whether such shares were
acquired directly from the corporation or from any other person and
without regard to whether such shareholder has the power to exercise or
direct the exercise of voting power over any specific fraction of the
shares of common stock of the corporation issued and outstanding or (ii)
grants to any shareholder the right to have his or her stock redeemed or
purchased by the corporation or any other shareholder on the acquisition
by any person or group of persons of shares of the corporation. In
particular, to the extent permitted under the laws of the state of
incorporation, the corporation elects not to be governed by any such
provision, including the provisions of the Nevada Control Share
Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the Nevada
Revised Statutes, or any statute of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The Board of Directors may
designate an executive committee and such other committees as the Board
of Directors may deem appropriate, each of which committees shall consist
of two or more directors. Members of the executive committee and of any
such other committees shall be designated annually at the annual meeting
of the Board of Directors; provided, however, that at any time the Board
of Directors may abolish or reconstitute the executive committee or any
other committee. Each member of the executive committee and of any other
committee shall hold office until his or her successor shall have been
designated or until his or her resignation or removal in the manner
provided in these Bylaws.
Section 7.02 Powers. During the intervals between meetings of the
Board of Directors, the executive committee shall have and may exercise
all powers of the Board of Directors in the management of the business
and affairs of the corporation, except for the power to fill vacancies in
the Board of Directors or to amend these Bylaws, and except for such
powers as by law may not be delegated by the Board of Directors to an
executive committee.
Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the Board of Directors, may
fix its own presiding and recording officer or officers, and may meet at
such place or places, at such time or times and on such notice (or
without notice) as it shall determine from time to time. It will keep a
record of its proceedings and shall report such proceedings to the Board
of Directors at the meeting of the Board of Directors next following.
Section 7.04 Quorum and Manner of Acting. At all meeting of the
executive committee, and of such other committees as may be designated
hereunder by the Board of Directors, the presence of members constituting
a majority of the total authorized membership of the committee shall be
necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting
at which a quorum is present shall be the act of such committee. The
members of the executive committee, and of such other committees as may
be designated hereunder by the Board of Directors, shall act only as a
committee and the individual members thereof shall have no powers as
such.
Section 7.05 Resignations. Any member of the executive committee,
and of such other committees as may be designated hereunder by the Board
of Directors, may resign at any time by delivering a written resignation
to either the president, the secretary, or assistant secretary, or to the
presiding officer of the committee of which he or she is a member, if any
shall have been appointed and shall be in office. Unless otherwise
specified herein, such resignation shall take effect on delivery.
Section 7.06 Removal. The Board of Directors may at any time
remove any member of the executive committee or of any other committee
designated by it hereunder either for or without cause.
Section 7.07 Vacancies. If any vacancies shall occur in the
executive committee or of any other committee designated by the Board of
Directors hereunder, by reason of disqualification, death, resignation,
removal, or otherwise, the remaining members shall, until the filling of
such vacancy, constitute the then total authorized membership of the
committee and, provided that two or more members are remaining, continue
to act. Such vacancy may be filled at any meeting of the Board of
Directors.
Section 7.08 Compensation. The Board of Directors may allow a
fixed sum and expenses of attendance to any member of the executive
committee, or of any other committee designated by it hereunder, who is
not an active salaried employee of the corporation for attendance at each
meeting of said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The
corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she 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, against expenses (including attorneys' fees)
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any such action, suit or
proceeding, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he or
she had reasonable cause to believe that his or her conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she 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, against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter
as to which such a person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation, unless and only to the extent that the court in which the
action or suit was brought shall determine on application that, despite
the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director,
officer, employee, or agent of the corporation has been successful on the
merits or otherwise in defense of any action, suit, or proceeding
referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim,
issue, or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith. Any other indemnification under Sections
8.01 and 8.02 hereof, shall be made by the corporation upon a
determination that indemnification of the officer, director, employee, or
agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 8.01 and 8.02
hereof. Such determination shall be made either (i) by the Board of
Directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit, or proceeding; or (ii) by independent
legal counsel on a written opinion; or (iii) by the shareholders by a
majority vote of a quorum of shareholders at any meeting duly called for
such purpose.
Section 8.04 General Indemnification. The indemnification
provided by this Section shall not be deemed exclusive of any other
indemnification granted under any provision of any statute, in the
corporation's Articles of Incorporation, these Bylaws, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action
in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.
Section 8.05 Advances. Expenses incurred in defending a civil or
criminal action, suit, or proceeding as contemplated in this Section may
be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding upon a majority vote of a quorum of the Board
of Directors and upon receipt of an undertaking by or on behalf of the
director, officers, employee, or agent to repay such amount or amounts
unless if it is ultimately determined that he or she is to indemnified by
the corporation as authorized by this Section.
Section 8.06 Scope of Indemnification. The indemnification
authorized by this Section shall apply to all present and future
directors, officers, employees, and agents of the corporation and shall
continue as to such persons who ceases to be directors, officers,
employees, or agents of the corporation, and shall inure to the benefit
of the heirs, executors, and administrators of all such persons and shall
be in addition to all other indemnification permitted by law.
8.07. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, 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
against any liability asserted against him or her and incurred by him or
her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or
her against any such liability and under the laws of the state of
incorporation, as the same may hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner
and on the terms and conditions provided by the Articles of Incorporation
and these Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of
Directors or the shareholders, shall be subject to amendment, alteration,
or repeal, and new Bylaws may be made, except that:
(a) No Bylaws adopted or amended by the shareholders shall be
altered or repealed by the Board of Directors.
(b) No Bylaws shall be adopted by the Board of Directors which
shall require more than a majority of the voting shares for a quorum at a
meeting of shareholders, or more than a majority of the votes cast to
constitute action by the shareholders, except where higher percentages
are required by law; provided, however that (i) if any Bylaw regulating
an impending election of directors is adopted or amended or repealed by
the Board of Directors, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors, the Bylaws so
adopted or amended or repealed, together with a concise statement of the
changes made; and (ii) no amendment, alteration or repeal of this Article
XI shall be made except by the shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the secretary
of SIERRA HOLDINGS GROUP, INC., a corporation duly organized and existing
under and by virtue of the laws of the State of Nevada; that the above
and foregoing Bylaws of said corporation were duly and regularly adopted
as such by the Board of Directors of the corporation at a meeting of the
Board of Directors, which was duly and regularly held on the 10th day of
February, 1998, and that the above and foregoing Bylaws are now in full
force and effect.
DATED THIS 10th day of February, 1998.
_________________________________
Michelle Wheeler, Secretary
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