SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
CORPORATE TOURS & TRAVEL, INC.
(Exact name of registrant in its charter)
Nevada 88-0306099
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
8452 Boseck Street, Number 272, Las Vegas, NV 89128
(Address of principal executive offices) (Zip Code)
(702) 228-4688
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, par value $.001
(Title of Class)
<PAGE>
Item 1. Description of Business
Background
Corporate Tours & Travel, Inc., a Nevada corporation (the "Company")
was incorporated on September 23, 1993. The Company has no operating history
other than organizational matters, and was formed originally to be a travel
agency. The Company was unable to secure financing for this project, and the
business plan was discontinued.
The primary activity of the Company currently involves seeking merger
or acquisition candidates with whom it can either merge or acquire. The Company
has not selected any company for acquisition or merger and does not intend to
limit potential acquisition candidates to any particular field or industry, but
does retain the right to limit acquisition or merger candidates, if it so
chooses, to a particular field or industry. The Company's plans are in the
conceptual stage only.
The executive offices of the Company are located at 8452 Boseck Street,
Number 272, Las Vegas Nevada 89128. Its telephone number is (702) 228-4688.
Plan of Operation - General
The Company's plan is to seek, investigate and, if such investigation
warrants, acquire an interest in one or more business opportunities presented to
it by persons or firms who or which desire to seek the perceived advantages of a
publicly held corporation. At this time, the Company has no plan, proposal,
agreement, understanding or arrangement to acquire or merge with any specific
business or company, and the Company has not identified any specific business or
company for investigation and evaluation. No member of Management or promotor of
the Company has had any material discussions with any other company with respect
to any acquisition of that company. The Company will not restrict its search to
any specific business, industry or geographical location, and the Company may
participate in a business venture of virtually any kind or nature. The
discussion of the proposed business under this caption and throughout this
Registration Statement is purposefully general and is not meant to be
restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.
The Company's potential success is heavily dependent on the Company's
management, which will have virtually unlimited discretion in searching for and
entering into a business opportunity. None of the officers and directors of the
Company has had any experience in the proposed business of the Company.
Management anticipates that it will only participate in one potential
business venture. This lack of diversification should be considered a
substantial risk in investing in the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
The Company may seek a business opportunity with a firm which only
recently commenced operations, or a developing company in need of additional
funds for expansion into new products or markets, or seeking to develop a new
product or service, or an established business which may be experiencing
financial or operating difficulties and is in the need for additional capital
which is perceived to be easier to raise by a public company. In some instances,
a business opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock. The Company may purchase assets and
establish wholly owned subsidiaries in various business or purchase existing
businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors. Potentially available
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business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be approved
by the Company's Board of Directors and will be in accordance with the industry
standards. Such fees are customarily between 1% and 5% of the size of the
transaction, based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate brokerage fee could, in certain circumstances, be paid to any
employee, officer, director or 5% shareholder of the Company, if such person
plays a material role in bringing a transaction to the Company.
As part of any transaction, the acquired company may require that
Management or other stockholders of the Company sell all or a portion of their
shares to the acquired company, or to the principals of the acquired company. It
is anticipated that the sales price of such shares will be lower than the
current market price or anticipated market price of the Company's Common Stock.
The Company's funds are not expected to be used for purposes of any stock
purchase from insiders. The Company shareholders will not be provided the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion of their shares in connection with an acquisition may influence
management's decision to enter into a specific transaction. However, management
believes that since the anticipated sales price will be less than market value,
that the potential of a stock sale by management will be a material factor on
their decision to enter a specific transaction.
The above description of potential sales of management stock is not
based upon any corporate bylaw, shareholder or board resolution, or contract or
agreement. No other payments of cash or property are expected to be received by
Management in connection with any acquisition.
The Company has not formulated any policy regarding the use of
consultants or outside advisors, but does not anticipate that it will use the
services of such persons.
The Company has, insufficient capital with which to provide the owners
of business opportunities with any significant cash or other assets. However,
management believes the Company will offer owners of business opportunities the
opportunity to acquire a controlling ownership interest in a public company at
substantially less cost than is required to conduct an initial public offering.
The owners of the business opportunities will, however, incur significant
post-merger or acquisition registration costs in the event they wish to register
a portion of their shares for subsequent sale. The Company will also incur
significant legal and accounting costs in connection with the acquisition of a
business opportunity including the costs of preparing post-effective amendments,
Forms 8-K, agreements and related reports and documents nevertheless, the
officers and directors of the Company have not conducted market research and are
not aware of statistical data which would support the perceived benefits of a
merger or acquisition transaction for the owners of a business opportunity.
The Company does not intend to make any loans to any prospective merger
or acquisition candidates or to unaffiliated third parties.
Sources of Opportunities
The Company anticipates that business opportunities for possible
acquisition will be referred by various sources, including its officers and
directors, professional advisers, securities broker-dealers, venture
capitalists, members of the financial community, and others who may present
unsolicited proposals.
The Company will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business and
professional people. It is not presently anticipated that the Company will
engage professional firms specializing in business acquisitions or
reorganizations.
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The officers and directors of the Company are currently employed in
other positions and will devote only a portion of their time (not more than one
hour per week) to the business affairs of the Company, until such time as an
acquisition has been determined to be highly favorable, at which time they
expect to spend full time in investigating and closing any acquisition for a
period of two weeks. In addition, in the face of competing demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by or
under the supervision of the officers and directors of the Company (see
"Management"). Management intends to concentrate on identifying prospective
business opportunities which may be brought to its attention through present
associations with management. In analyzing prospective business opportunities,
management will consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operation, if any; prospects for the future; present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services or trades; name
identification; and other relevant factors. Officers and directors of each
Company will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be
obtained.
It may be anticipated that any opportunity in which the Company
participates will present certain risks. Many of these risks cannot be
adequately identified prior to selection of the specific opportunity, and the
Company's shareholders must, therefore, depend on the ability of management to
identify and evaluate such risk. In the case of some of the opportunities
available to the Company, it may be anticipated that the promoters thereof have
been unable to develop a going concern or that such business is in its
development stage in that it has not generated significant revenues from its
principal business activities prior to the Company's participation. There is a
risk, even after the Company's participation in the activity and the related
expenditure of the Company's funds, that the combined enterprises will still be
unable to become a going concern or advance beyond the development stage. Many
of the opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company and,
therefore, its shareholders.
The Company will not restrict its search for any specific kind of
business, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is currently impossible to predict the status of any business
in which the Company may become engaged, in that such business may need
additional capital, may merely desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, franchise or licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing business. On the consummation
of a transaction, it is possible that the present management and shareholders of
the Company will not be in control of the Company. In addition, a majority or
all of the Company's officers and directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
Federal and state securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's Common Stock may have a depressive effect on such
market. While the actual terms of a transaction to which the Company
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may be a party cannot be predicted, it may be expected that the parties to the
business transaction will find it desirable to avoid the creation of a taxable
event and thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of
1986, as amended (the "Code"). In order to obtain tax free treatment under the
Code, it may be necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event, the
shareholders of the Company, including investors in this offering, would retain
less than 20% of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.
The manner in which each Company participates in an opportunity will
depend on the nature of the opportunity, the respective needs and desires of the
Company and other parties, the management of the opportunity, and the relative
negotiating strength of the Company and such other management.
With respect to any mergers or acquisitions, negotiations with target
company management will be expected to focus on the percentage of the Company
which target company shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a lesser percentage ownership interest in the Company following
any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event the Company acquires a target company with
substantial assets. Any merger or acquisition effected by the Company can be
expected to have a significant dilative effect on the percentage of shares held
by the Company's then shareholders, including purchasers in this offering.
The Company will not have sufficient funds to undertake any significant
development, marketing and manufacturing of any products which may be acquired.
Accordingly, following the acquisition of any such product, the Company will, in
all likelihood, be required to either seek debt or equity financing or obtain
funding from third parties, in exchange for which the Company would probably be
required to give up a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be able either to obtain
additional financing or interest third parties in providing funding for the
further development, marketing and manufacturing of any products acquired.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity the costs therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.
Management believes that the Company may be able to benefit from the
use of "leverage" in the acquisition of a business opportunity. Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness for a large percentage of the purchase price for that business.
Through a leveraged transaction, the Company would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. No assurance can be given as to
the terms or the availability of financing for any acquisition by the Company.
During periods when interest rates are relatively high, the benefits of
leveraging are not as great as during periods of lower interest rates because
the investment in the
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business opportunity held on a leveraged basis will only be profitable if it
generates sufficient revenues to cover the related debt and other costs of the
financing. Lenders from which the Company may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future borrowing, distribution,
and operating policies of the Company. It is not possible at this time to
predict the restrictions, if any, which lenders may impose or the impact thereof
on the Company.
Competition
The Company is an insignificant participant among firms which engage in
business combinations with, or financing of, development stage enterprises.
There are many established management and financial consulting companies and
venture capital firms which have significantly greater financial and personnel
resources, technical expertise and experience than the Company. In view of the
Company's limited financial resources and management availability, the Company
will continue to be a significant competitive disadvantage vis-a-vis the
Company's competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company" as
an issuer which is or holds itself out as being engaged primarily in the
business of investing, reinvesting or trading of securities. While the Company
does not intend to engage in such activities, the Company could become subject
to regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur significant
registration and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to review the
Company's activities from time to time with a view toward reducing the
likelihood the Company could be classified as an "investment company."
The Company intend to structure a merger or acquisition in such manner
as to minimize Federal and state tax consequences to the Company and to any
target company.
Employees
The Company's only employees at the present time are its officers and
directors, who will devote as much time as the Board of Directors determine is
necessary to carry out the affairs of the Company. (See "Management").
Item 2. Management's Discussion and Analysis or Plan of Operation
See "Business" above.
Item 3. Description of Property
The Company has the use of a limited amount of office space from Mr.
Eslick, a director and officer, at no cost. The Company pays its own charges for
long distance telephone calls and other miscellaneous secretarial, photocopying
and similar expenses. There is no rental agreement or cost for these services.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information relating to the beneficial
ownership of Company common stock by those persons beneficially holding more
than 5% of the Company capital stock, by the Company's directors and executive
officers, and by all of the Company's directors and executive officers as a
group. The address of each person is care of the Company.
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<TABLE>
<CAPTION>
Percentage
Name of Number of of Outstanding
Stockholder Shares Owned Common Stock
<S> <C> <C>
Lewis M. Eslick 300,000 7.3%
8452 Boseck Street, #272
Las Vegas, NV 89128
Leslie B. Eslick(1) 1,800,000 43.9%
8452 Boseck Street, #272
Las Vegas, NV 89128
Andrew W. Berney 150,000 7.3%
4056 Elkridge Drive
Las Vegas, NV 89129
All officers and
directors as a group
(3 persons) 2,250,000 54.9%
</TABLE>
(1) Mr.and Mrs. Eslick disclaim beneficial ownership of the shares held by each
other.
Item 5. Directors, Executive Officers, Promoters and Control Persons
The members of the Board of Directors of the Company serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Lewis M. Eslick 59 President/Director
8452 Boseck Street, #272
Las Vegas, NV 89128
Leslie B. Eslick 45 Secretary/Director
8452 Boseck Street, #272
Las Vegas, NV 89128
Andrew W. Berney 38 Treasurer/Director
4056 Elkridge Drive
Las Vegas, NV 89129
</TABLE>
Mr. Lewis M. Eslick has been a Director and President of the issuer
since its inception, on September 23, 1993. Since August of 1995, he has been an
owner and served as Geschaeftsfuehrer (Managing Director) of Xanon Immobilien
und Anlagen Consult GmbH. Under Mr. Eslick's direction, the Company was awarded
full 34-C License, which allows every business except banking operations. The
company consults with major development companies of the European Economic
Community and the United States of America.
From December 3, 1991 to present, he has been a director and president
of Winecup Lands & Cattle Company, Inc.
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Prior to that, Mr. Eslick was Chief Executive Officer of Corporate
Tours & Travel, Inc. Under his direction, he developed strategy, Proforma, and
the structure to establish a central reservation complex to replace Airline City
Ticketing Offices utilizing Electronic Ticket Delivery Networks (ETDN) which led
to ticket-less travel.
From 1986 to 1993, he was Chief Executive Officer of Mirex, Inc. While
serving as president of this international consulting firm, he was responsible
for several successful negotiations on behalf of Bechtel Engineering and
Minerals, including the following:
#1 A twelve berth harbor to accommodate ocean cargo vessels of up to 50,000 DTW
at Mawan Harbor, the mouth of the Pearl River.
#2 The Shenzhen Petro-Chemical Refinery, with an operating capacity of
68,000 barrels per day.
#3 Arranged financing for the Mawan Port Facility with the assistance of Triad
Enterprises S.A. Banco Arabe de Espanole, secured a Bank Commitment in the
amount of $375,000,000.00 USD with very favorable interest rates and set off
payments of the principal for the projects.
#4 Industrial Development Revenue Bond negotiated with the State of Nevada
on behalf of Mirex, Inc. in the
amount of $12,000,000 USD for special projects.
From 1983 to 1986, Mr. Eslick conceptualized and delivered to E.F.
Hutton, the plan for what is now known as Reservoir Inadequacy Insurance. The
methods by which investors are protected against inadequate oil reserves or dry
wells. He developed and co-authored with Lloyds of London, the syndication that
backed the policies.
From 1981 to 1983, Mr. Eslick was the project manager for Rosendin
Electric, overseeing the complete wiring of the building that tracks the Space
Shuttle for Lockheed. For 1979 to 1981, Mr. Eslick served as the Managing
Director of Interface Idrocarbuare, Inc. S.A., a corporation with offices in
Geneva, Switzerland and Konigswinter, West Germany that actively traded in the
international spot oil market.
From 1954 to 1958 he served in the US Navy as an Aviation Electronics
Technician. Mr. Eslick is the
spouse of Leslie B. Eslick.
Ms. Leslie B. Eslick has been shareholder, Director and Secretary of
the Company since September 28, 1993. Since August of 1995, she has been an
owner and served as Geschaeftsfuehrena (Assistant Managing Director) of Xaxon
Immobilien and Anlagen Consult GmbH. Ms. Eslick assisted in obtaining for the
company a full 34-C License, which allows every business except banking
operations. The company consults with major development companies of the
European Economic Community and the United States of America.
From December 3, 1991, to present, she has been a director and
secretary/vice President of Winecup Lands & Cattle Company, Inc. Prior to that,
Ms. Eslick was Assistant to the Chairman of Travel Masters where she aided in
the development of strategy, Proforma, and the structure to establish a central
reservation complex to replace Airline City Ticketing Offices. From 1986 to
1993, she was a Director and Vice-President of Mirex, Inc., where she assisted
with several successful negotiations as well as being responsible for accounts
payable & receivable for the firm. From 1983 to 1986, Ms. Eslick assisted
conceptualized and delivery to E.F. Hutton, the plan for what is now known as
Reservoir Inadequacy Insurance. She co-developed and co-authored with Lloyds of
London, the syndication that backed the policies. Ms. Eslick served as an
Assistant Managing Director of Interface Idrocarbuare, Inc. S.A., a corporation
with offices in Geneva, Switzerland and Konigswinter, West Germany that actively
traded in the international spot oil market. Ms. Eslick attended the University
of California at Berkeley.
Mr. Andrew W. Berney has been a director and treasurer of the Company
since February 3, 1994. Since February, 1996, he has been a Wholesale Account
Manager for United Mortgage Guarantee, Las Vegas, Nevada. From December 3, 1991
to present, he has been a director and treasurer of Winecup Lands & Cattle
Company, Inc.
From July, 1995 to September, 1995, he was a Mortgage Loan Officer with
United Lending Group, Las
Vegas, Nevada. From December 1994 to June 1995 he was Branch Manager of
Equicredit Corporation, Las Vegas,
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Nevada, a company engaged in the wholesale mortgage real estate loan business.
From July 1993 through November 1994 Mr. Berney was District Manager for Ford
Consumer Finance Company, Inc. Las Vegas Nevada. In October 1992 he joined The
Moneystore, Las Vegas, Nevada as Branch Manager and resigned in July 1993. From
February 1992 through October 1992, he was a loan officer in the direct sales
department of Ford Consumer Finance Company, Inc., Laguna Hills, California.
From March, 1988 to December, 1991, he was a Senior Executive Branch Manager for
Transamerica Financial Services, Inc., Santa Ana, California. From December 1982
through June 1985 he was an assistant branch manager for Associates Financial
Services of Arizona, Scottsdale, Arizona.
Item 6. Executive Compensation
No compensation is paid or anticipated to be paid by the Company until
an acquisition is made.
On acquisition of a business opportunity, current management may resign
and be replaced by persons associated with the business opportunity acquired,
particularly if the Company participates in a business opportunity by effecting
a reorganization, merger or consolidation. If any member of current management
remains after effecting a business opportunity acquisition, that member's time
commitment will likely be adjusted based on the nature and method of the
acquisition and location of the business which cannot be predicted. Compensation
of management will be determined by the new board of directors, and shareholders
of the Company will not have the opportunity to vote on or approve such
compensation.
Directors currently receive no compensation for their duties as
directors.
Item 7. Certain Relationships and Related Transactions
Not Applicable.
Item 8. Description of Securities
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
50,000,000 shares of common stock, $.001 par value per share, of which 4,100,000
shares were outstanding as of December 31, 1997. Holders of shares of common
stock are entitled to one vote for each share on all matters to be voted on by
the stockholders. Holders of common stock have no cumulative voting rights.
Holders of shares of common stock are entitled to share ratably in dividends, if
any, as may be declared, from time to time by the Board of Directors in its
discretion, from funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, the holders of shares of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. Holders of common stock have no preemptive rights to
purchase the Company's common stock. There are no conversion rights or
redemption or sinking fund provisions with respect to the common stock. All of
the outstanding shares of common stock are fully paid and non-assessable.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance of
10,000,000 shares of preferred stock, $.001 par value, of which no shares are
issued and outstanding. The Company currently has no plans to issue any
preferred stock. The Company's Board of Directors has authority, without action
by the shareholders, to issue all or any portion of the authorized but unissued
preferred stock in one or more series and to determine the voting rights,
preferences as to dividends and liquidation, conversion rights, and other rights
of such series. The preferred stock, if and when issued, may carry rights
superior to those of common stock, however, no preferred stock may be issued
with rights equal or senior to the preferred stock without the consent of a
majority of the holders of preferred stock.
The Company considers it desirable to have preferred stock available to
provide increased flexibility in
structuring possible future acquisitions and financings and in meeting corporate
needs which may arise. If
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opportunities arise that would make desirable the issuance of preferred stock
through either public offering or private placements, the provisions for
preferred stock in the Company's Certificate of Incorporation would avoid the
possible delay and expense of a shareholder's meeting, except as may be required
by law or regulatory authorities. Issuance of the preferred stock could result,
however, in a series of securities outstanding that will have certain
preferences with respect to dividends and liquidation over the common stock
which would result in dilution of the income per share and net book value of the
common stock. Issuance of additional common stock pursuant to any conversion
right which may be attached to the terms of any series of preferred stock may
also result in dilution of the net income per share and the net book value of
the common stock. The specific terms of any series of preferred stock will
depend primarily on market conditions, terms of a proposed acquisition or
financing, and other factors existing at the time of issuance. Therefore, it is
not possible at this time to determine in what respect a particular series of
preferred stock will be superior to the Company's common stock or any other
series of preferred stock which the Company may issue. The Board of Directors
does not have any specific plan for the issuance of preferred stock at the
present time and does not intend to issue any preferred stock, except on terms
which it deems to be in the best interest of the Company and its shareholders.
The issuance of Preferred Stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. Further, certain provisions of Nevada law could delay or
make more difficult a merger, tender offer or proxy contest involving the
Company. While such provisions are intended to enable the Board of Directors to
maximize stockholder value, they may have the effect of discouraging takeovers
which could be in the best interest of certain stockholders. There is no
assurance that such provisions will not have an adverse effect on the market
value of the Company's stock in the future.
Shares Eligible for Future Sale
The outstanding shares of the Company are subject to resale
restrictions and, unless registered under the Securities Act of 1933 (the "Act")
or exempted under another provision of the Act, will be ineligible for sale in
the public market. Sales may be made after two years from their acquisition
based upon Rule 144.
In general, under Rule 144 as currently in effect a person (or persons
whose shares are aggregated) who has beneficially owned shares privately
acquired or indirectly from the Company or from an Affiliate, for at least two
years, or who is an Affiliate, is entitled to sell within any three-month period
a number of such shares that does not exceed the greater of 1% of the then
outstanding shares of the Company's Common Stock (approximately 60,000 shares)
or the average weekly trading volume in the Company's Common Stock during the
four calendar weeks immediately preceding such sale. Sales under Rule 144 are
also subject to certain manner of sale provisions, notice requirements and the
availability of current public information about the Company. A person (or
persons whose shares are aggregated) who is not deemed to have been an affiliate
at any time during the 90 days preceding a sale, and who has beneficially owned
shares for at least three years, is entitled to sell all such shares under Rule
144 without regard to the volume limitations, current public information
requirements, manner of sale provisions, or notice requirements.
Sales of substantial amounts of the Common Stock of the Company in the
public market could adversely affect prevailing market prices.
10
<PAGE>
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
(a) Market Information
The Company's Common Stock has been listed on the NASD OTC Electronic
Bulletin Board sponsored by the National Association of Securities Dealers, Inc.
under the symbol CTOR since April 1, 1997. There has been no significant trading
market for the Common Stock.
(b) Holders
As of February 28, 1998, there were 36 holders of Company
common stock.
(c) Dividends
The Company has not paid any dividends on its common stock.
The Company currently intends to retain any earnings for use in its business,
and therefore does not anticipate paying cash dividends in the foreseeable
future.
Item 2. Legal Proceedings
Not applicable.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Item 4. Recent Sales of Unregistered Securities
Not applicable.
Item 5. Indemnification of Directors and Officers
The Company has adopted provisions in its articles of incorporation
and bylaws that limit the liability of its directors and provide for
indemnification of its directors and officers to the full extent permitted under
the Nevada General Corporation Law. Under the Company's Certificate of
Incorporation, and as permitted under the Nevada General Corporation Law,
directors are not liable to the Company or its stockholders for monetary damages
arising from a breach of their fiduciary duty of care as directors. Such
provisions do not, however, relieve liability for breach of a director's duty of
loyalty to the Company or its stockholders, liability for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
liability for transactions in which the director derived as improper personal
benefit or liability for the payment of a dividend in violation of Nevada law.
Further, the provisions do not relieve a director's liability for violation of,
or otherwise relieve the Company or its directors from the necessity of
complying with, federal or state securities laws or affect the availability of
equitable remedies such as injunctive relief or recision.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that may result in a claim for indemnification by any director or
officer.
11
<PAGE>
PART F/S
The following financial statements are included herein:
Independent Auditor's Report
Balance Sheets at December 31, 1997, 1996 and 1995 Statement of
Operations for the three years ended December 31, 1997 Statement of
Stockholders' Equity Statement of Cash Flows for the three years ended
December 31, 1997 Notes to Financial Statements
PART III
Item 1. Index to Exhibits.
The following exhibits required by Part III of Form 1-A are filed
herewith:
Exhibit No. Document Description
2. Charter and Bylaws
2.1. Articles of Incorporation(1)
2.2 Amendment to Articles of Incorporation(1)
2.3 Bylaws(1)
3. Instruments Defining the rights of security holders
Not Applicable.
5. Voting Trust Agreement
Not Applicable.
6. Material Contracts
Not Applicable.
7. Material Foreign Patents
Not Applicable
(1) Filed herewith
12
<PAGE>
Item 2. Description of Exhibits.
See Item 1.
13
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: April 17, 1998 CORPORATE TOURS & TRAVEL, INC.
By:/s/ Lewis M. Eslick
Lewis M. Eslick
President
14
<PAGE>
Barry L. Friedman, P.C.
Certified Public Accountant
1582 Tulita Drive Office (702) 361-8414
Las Vegas, Nevada 89123 Fax No. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors January 21, 1998
Corporate Tours & Travel, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Corporate Tours &
Travel, Inc. (A Development Stage Company), as of December 31, 1997, December
31, 1996, and December 31, 1995, and the related statements of operations,
stockholders' equity and cash flows for the three years ended December 31, 1997,
December 31, 1996 and December 31, 1995. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Corporate Tours &
Travel, Inc., (A Development Stage Company), as of December 31, 1997, December
31, 1996, and December 31, 1995, and the results of its operations and cash
flows for the three years ended December 31, 1997, December 31, 1996, and
December 31, 1995, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered losses from operations and has no
established source of revenue. This raises substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Barry L. Friedman
Certified Public Accountant
15
<PAGE>
<TABLE>
<CAPTION>
BALANCE SHEET
ASSETS
December 31,
---------------------------------
1997 1996 1995
---------------- ---------------- ---------
<S> <C> <C> <C>
CURRENT ASSETS: $ 0 $ 0 $ 0
---------------- ---------------- ---------------
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
---------------- ---------------- ---------------
OTHER ASSETS: $ 0 $ 0 $ 0
---------------- ---------------- ---------------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
---------------- ---------------- ---------------
TOTAL ASSETS $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial statements and audit report.
16
<PAGE>
<TABLE>
<CAPTION>
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31,
---------------------------------
1997 1996 1995
---------------- ---------------- ---------
CURRENT LIABILITIES:
<S> <C> <C> <C>
Accounts Payable $ 900 $ 0 $ 0
---------------- ---------------- ---------------
TOTAL CURRENT LIABILITIES $ 900 $ 0 $ 0
---------------- ---------------- ---------------
STOCKHOLDERS' EQUITY: (Note 1)
Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
December 31, 1995-4, 100,000 shs $ 4,100
December 31, 1996-4, 100,000 shs $ 4,100
December 31, 1997-4, 100,000 shs $ 4,100
Additional paid in Capital 0 0 0
Accumulated loss -5,000 -4,100 -4,100
TOTAL STOCKHOLDERS' EQUITY $ -900 $ 0 $ 0
---------------- ---------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial statements and audit report.
17
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year Year Year Sep.23,1993
Ended Ended Ended (inception)
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
REVENUE: $ 0 $ 0 $ 0 $ 0
--------------- ---------------- ---------------- ---------------
EXPENSES:
General, Selling and
Administrative $ 900 $ 0 $ 0 $ 5,000
--------------- ---------------- ---------------- ---------------
Total Expenses $ 900 $ 0 $ 0 $ 5,000
--------------- ---------------- ---------------- ---------------
Net Profit/Loss (-) $ -900 $ 0 $ 0 $ -5,000
Net Profit/Loss (-)
per weighted share
(Note 1) $ - .0002 $ .0000 $ .0000 $ -.0012
Weighted average
shares outstanding 4,100,000 4,100,000 4,100,000 4,100,000
</TABLE>
See accompanying note to financial statements and audit report.
18
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock Paid-in lated
Shares Amount capital Deficit
Balance,
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1994 4,100,000 $ 4,100 $ 0 $ -4,100
Net loss year ended
December 31, 1995 0
--------------- ---------------- ---------------- ---------------
Balance,
December 31, 1995 4,100,000 $ 4,100 $ 0 $ -4,100
Net loss year ended
December 31, 1996 0
--------------- ---------------- ---------------- ---------------
Balance,
December 31, 1996 4,100,000 $ 4,100 $ 0 $ -4,100
Net loss year ended
December 31, 1997 -900
Balance,
December 31, 1997 4,100,000 $ 4,100 $ 0 $ -5,000
</TABLE>
See accompanying notes to financial statements and audit report.
19
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
Year Year Year Sep.23,1993
Ended Ended Ended (inception)
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1997 1996 1995 1997
Cash Flows from
Operating Activities:
<S> <C> <C> <C> <C>
Net Loss $ -900 $ 0 $ 0 $ -5,000
Adjustment to
reconcile net loss
to net cash
provided by operating
activities 0 0 0 0
Changes in assets and
liabilities:
Increase in current
liabilities:
Accounts Payable +900 0 0 +900
------------ ---------------- ---------------- ---------------
Net cash used in
operating activities $ 0 $ 0 $ 0 $ -4,100
Cash Flows from
investing activities 0 0 0 0
Cash Flows from
Financing Activities:
Issuance of common
stock 0 0 0 +4,100
------------------- ------------ -------- ---------------
Net increase (decrease)
in cash $ 0 $ 0 $ 0 $ 0
Cash, beginning of
period 0 0 0 0
---------------------- ------------ ------------- ------------
Cash, end of period $ 0 $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial statements and audit report.
20
<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, December 31, 1996, and December 31, 1995
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized September 23, 1993, under the laws of the State
of Nevada, as Corporate Tours & Travel, Inc. The Company currently has no
operations and, in accordance with SFAS #7, is considered a development stage
company.
On September 27, 1993, the Company issued 4,100,000 shares of its no par
value common stock for services of $4,100.
On September 7, 1996, the Company restated its Articles of Incorporation.
The Company increased its capitalization from 5,000,000 common shares, par value
$0.001 each to 50,000,000 common shares, par value $.001 each. Also, the Company
approved the authority to issue 10,000,000 shares of preferred shares, par value
$0.001.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid
since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
NOTES TO FINANCIAL STATEMENTS (CON'T)
December 31, 1997, December 31, 1996, and December 31, 1995
NOTE 4 - WARRANTS AND OPTION
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial to
the financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
21
<PAGE>
ARTICLES OF INCORPORATION
OF
CORPORATE TOURS & TRAVEL, INC.
KNOW BY ALL THESE PRESENTS:
That we, the undersigned, Directors being all natural persons of the age of
eighteen years or more and desiring to form a body corporate under the laws of
the State of Nevada do hereby sign, verify and deliver in duplicate to the
Secretary of State of the State of Nevada, these Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation shall be:
CORPORATE TOURS & TRAVEL, INC.
ARTICLE II
That the registered office of this corporation and resident agent are both
located at 6425 Meadow Country Dr., Reno, Nevada 89509; but the corporation may
maintain an office in such towns, cities, and places within and without the
State of Nevada as the Board of Directors may from time to time determine, or as
may be designated by the ByLaws of the said corporation. The Corporation shall
exist in perpetuity, from and after the date of filing these Articles of
Incorporation with the Secretary of State of the State of Nevada, unless
dissolved according to law. The resident agent of the corporation will be: Lewis
M. Eslick, 6425 Meadow Country Dr. Reno, Nevada 89509.
ARTICLE III
PURPOSES AND POWERS
1. Purposes:
Except as restricted by these Articles of Incorporation, the
Corporation is organized for the purpose of transacting all lawful
business for which corporations may be incorporated pursuant to the
Nevada Corporation Code.
2. General Powers:
Except as restricted by these Articles of Incorporation, the
Corporation shall have and may exercise all powers and rights which a
corporation may exercise legally pursuant to the Nevada Corporation
Code.
3. Issuance of Shares:
The Board of Directors of the Corporation may divide and issue
any class of stock of the Corporation in series pursuant to a resolution
properly filed with the Secretary of State of Nevada. Such stock may be issued
from time to time without action by the stockholders, for such consideration as
may by fixed from time to time by the Board of Directors, and shares so issued,
shall be deemed fully paid stock, and the holder of such shares shall not be
liable for any further payment thereon.
ARTICLE IV
CAPITAL STOCK
The total authorized capital stock of the Corporation shall be divided into Five
Million (5,000,000) shares, of common stock as described below:
1. Common Stock:
The aggregate number of voting common shares which this Corporation
shall have the authority to issue is Five Million (5,000,000) each
with one-hundredth of a cent ($.001) par value, which shares shall be
designated "Common Stock". The Common Stock shall have no special
powers, preferences or rights, or qualifications, limitations or
restrictions. The rights of holders of shares of Common Stock to
receive dividends or share in the distribution of assets in the event
of liquidation, dissolution or winding up of the affairs of the
Corporation shall be fixed in the resolutions which may be adopted
from time to time by the Shareholders or Board of Directors of the
Corporation.
<PAGE>
2. Dividends:
Subject to the rights of the holders of Preferred Stock, if any,
dividends in cash, property or shares of the Corporation may be paid
upon the Common Stock, as and when declared by the Board of Directors,
out of funds of the Corporation to the extent and in the manner
permitted by law.
3. Distribution in liquidation:
Upon any liquidation, dissolution or winding up of the Corporation,
and after paying or adequately providing for the payment of all its
obligation and amounts payable in liquidation, dissolution or winding
up and subject to the rights of the holders of Preferred Stock, if
any, the remainder of the assets of the Corporation shall be
distributed, either in cash or in kind, pro rata to the holders of the
Common Stock.
4. Voting Rights and Denial of Cumulative Voting:
Each outstanding share of Common Stock shall be entitled to one vote
on each matter submitted to a vote of shareholders, except that in the
election of directors shareholders shall have the right to vote their
Common Stock for as many persons as there are directors being elected
with a vote of the Common Stock. Cumulative voting shall not be
allowed in the election of directors of the Corporation, when the laws
of Nevada require the vote or concurrence of the holders of two-thirds
of the outstanding shares, of the shares entitled to vote thereon, or
of any class or series, such action may be taken by the vote or
concurrence of a majority of such shares or class or series thereof.
5. Denial of Pre-emptive Rights:
No holder of any shares of the Corporation, whether now or hereafter
authorized, shall have any pre-emptive or preferential right to
acquire any shares or securities of the Corporation, including shares
or securities held in the treasury of the Corporation.
ARTICLE V
GOVERNING BOARD OF DIRECTORS
The number of directors shall be fixed from time to time by or
in the manner provided in the Bylaws. So long as the number of directors shall
be less than three, no shares of the Corporation may be issued and held of
record by more shareholders than there are directors. Any shares issued in
violation of this paragraph shall be null and void. So long as the number of
directors shall be less than three.
The name and address of the persons who shall serve as
director until the next scheduled annual meeting of shareholders and until their
successors are elected and shall qualify are as follows:
NAME ADDRESS
Lewis M. Eslick 6425 Meadow Country Dr.
Reno, Nevada 89509
NAME ADDRESS
Henry Richard Vicencio 216 Lemmon Drive
Suite 234
Reno, Nevada 89506
1. Transactions with interested Directors:
No contract or other transaction between the Corporation and one or more
of its directors or any other corporation, firm, association, or entity
in which one or more of its directors are directors or officers or are
financially interested shall be either void or voidable solely because
of such relationship or interest or solely because such directors are
present at the meeting of the Board of Directors or a committee thereof
which authorized, approves, or ratifies such contract or transaction or
solely because their votes are counted for such purpose if:
(a) The fact of such relationship or interest is disclosed or known
to the Board of Directors or committee which authorizes,
approves, or ratifies the contract or transaction by a vote or
consent sufficient for the purpose without counting the votes or
consents of such interested directors; or
<PAGE>
(b) The fact of such relationship or interest is disclosed or known
to the shareholders entitled to vote and they authorize, approve,
or ratify such contract or transaction by vote or written
consent; or
(c) The contract or transaction is fair and reasonable to the
Corporation.
2. Common or interested directors may be counted determining the presence
of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves, or ratifies such contract or
transaction.
ARTICLE VI
The capital stock of this corporation shall not be subject to assessment to pay
debts of the corporation, and no paid up stock and no stock issued as fully paid
shall ever be assessable or assessed. The Articles of Incorporation shall not be
amended in this particular.
ARTICLE VII
The period of existence of this corporation shall be perpetual, subject only to
termination by action of its stockholders or by the effect of law. During the
time of the existence of this corporation the following shall be the doctrine
for corporate opportunities:
The officers, directors and other members of management of the Corporation shall
be subject to the doctrine of corporate opportunities only insofar as it applies
to business opportunities in which the Corporation has expressed an interest as
determined from time to time by the Corporation's Board of Directors as
evidenced by resolutions appearing in the Corporation's minutes. When such areas
of interest are delineated, all such business opportunities within such areas of
interest which come to the attention of the officers, directors and other
members of management of the Corporation shall be disclosed promptly to the
Corporation and made available to it. The Board of Directors may reject any
business opportunity presented to it and thereafter any officer, director or
other management may avail himself of such opportunity. Until such time as the
Corporation, through its Board of Directors, has designated an area of interest,
the officers, directors and other members of management of the Corporation shall
be free to engage in such areas of interest on their own and the provisions
hereof shall not limit the rights of any officer, director or other member of
management of the Corporation to continue a business existing prior to the time
that such area of interest is designated by the Corporation. This provision
shall not be construed to release any employee of the Corporation. This
provision shall not be construed to release any employee of the Corporation
(other than an officer, director or member of management) from any duties which
he may have to the Corporation.
ARTICLE VIII
The directors shall have the power to make and alter the By-Laws of the
corporation. By-Laws make by the Board of Directors under the powers so
conferred may be altered, amended or repealed by the Board of Directors or by
the stockholders at any meeting called and held for that purpose.
ARTICLE IX
All transactions and acts by the Board of Directors shall be accomplished by a
majority of the Board of Directors in the management of the business and affairs
of the corporation, and the Board of Directors shall have the power to authorize
the seal of the corporation to be affixed to all papers which may require it.
ARTICLE X
INDEMNIFICATION
The officers and directors of this corporation shall not be liable to the
shareholders or any creditors of the corporation for any alleged breach of
fiduciary duty as such officer and director unless it be established that the
director or officer has committed acts or is personally responsible for
omissions which involve intentional misconduct, fraud or knowing violation of
the law, or the payment of dividends in violation of N.R.S. 78,300.
Further, the corporation does indemnify to the full extent authorized or
permitted by the Nevada Corporation Code any person made, or threatened to be
made, a party to an action, suit or proceeding (whether civil, criminal,
<PAGE>
administrative or investigative) by reason of the fact that he, his testator or
interstate is or was a director, officer, employee, fiduciary, or agent of the
Corporation or serves or served any other enterprise at the request of the
Corporation.
ARTICLE XI
AMENDMENTS
The Corporation reserves the right to amend its Articles of
Incorporation from time to time in accordance with the Nevada Corporation Code.
Any proposed amendment shall be adopted upon receiving the affirmative vote of
holders of a majority of the shares entitled to vote thereon.
ARTICLE XII
ADOPTION AND AMENDMENT OF BYLAWS
The initial Bylaws of the Corporation shall be adopted by its Board of
Directors. The power to alter of amend or repeal the Bylaws or adopt new Bylaws
shall be vested in the Board of Directors, but the holders of Common Stock may
also alter, amend or repeal the Bylaws or adopt new Bylaws. The Bylaws may
contain any provisions for the regulation and management of the affairs of the
Corporation not inconsistent with law or these Articles of Incorporation.
ARTICLE XIII
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corporation is 6425
Meadow Country Dr., Reno, Nevada 89509 and the name of the registered agent at
such address is Lewis M. Eslick. Either the registered office or the registered
agent may be changed in the manner provided by law.
ARTICLE XIV
The name and post office addresses of the incorporators are:
NAME ADDRESS
Lewis M. Eslick 6425 Meadow Country Dr.
Reno, Nevada 89509
NAME ADDRESS
Henry Richard Vicencio 216 Lemmon Dr.
Suite 234
Reno, Nevada 89506
<PAGE>
IN WITNESS WHEREOF, the above-named Incorporators have signed these
Articles of Incorporation on September 21, 1993.
Lewis M. Eslick
STATE OF NEVADA )
)ss.
COUNTY OF WASHOE )
On this 21st day of September, 1993, personally appeared before me, a
Notary Public in and for the County of Washoe, State of Nevada: Lewis M. Eslick
known to me to be the person described in and who executed the foregoing
instrument, who acknowledged to me that they executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
Henry Richard Vicencio
STATE OF NEVADA )
)ss.
COUNTY OF WASHOE )
On this 21st day of September, 1993, personally appeared before me, a
Notary Public in and for the County of Washoe, State of Nevada: Henry Richard
Vicencio known to me to be the person described in and who executed the
foregoing instrument, who acknowledged to me that they executed the same freely
and voluntarily and for the uses and purposes therein mentioned.
NOTARY PUBLIC
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF
INCORPORATION
CORPORATE TOURS & TRAVEL, INC.
(Nevada Corporation #11638-1993)
(THE CORPORATION)
We the undersigned, Lewis M. Eslick (President) and Leslie B. Eslick (Secretary)
of the Corporation do hereby
certify:
That the Board of Directors of the Corporation at a meeting duly convened and
held on the 7th day of September, 1996, adopted a resolution to amend the
original articles as follows:
ARTICLE IV IS HEREBY AMENDED TO READ AS FOLLOWS:
Fourth Capital Stock
1. Classes and Number of Shares. The total number of shares of all classes of
stock which the corporation shall have authority to issue is Sixty Million
(60,000,000), consisting of Fifty Million (50,000,000) shares of Common Stock,
par value of $0.001 per share (The "Common Stock") and Ten Million (10,000,000)
shares of Preferred Stock, which have a par value of $0.001 per share (the
"Preferred Stock").
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding
common stock shall have any preemptive or other right to
subscribe for any additional un-issued or treasury shares of
stock or for other securities of any class, or for rights,
warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock
purchase warrants or priveleges unless so authorized by the
Corporation;
(b) Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are
entitled to give consent, the holders of the outstanding shares
of the Common Stock shall be entitled to cast thereon one (1)
vote in person or by proxy for each share of the Common Stock
standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be entitled
to receive such cash dividends as may be declared thereon
by the Board of Directors from time to time out of assets
of funds of the Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board of Directors
may issue shares of Common
Stock in the form of a distribution or distributions
pursuant to a stock dividend or split-up of
the shares of the Common Stock;
(iii) Other Rights. Except as otherwise required by the Nevada
Revised Statutes and as may
otherwise be provided in these Restated Articles of
Incorporation, each share of the Common
Stock shall have identicle powers, preferences and rights,
including rights in liquidation;
3. Preferred Stock. The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock, or any
series thereof, shall be such as may be fixed, from time to time, by the
Board of Directors in it's sole discretion, authority to do so being
hereby expressly vested in such board.
4. Issuance of the Common Stock and the Preferred Stock. The Board of
Directors of the Corporation may
from time to time authorize by resolution the issuance of any or all
shares of the Common Stock and the
Preferred Stock herein authorized in accordance with the terms and
conditions set forth in these Restated
27
<PAGE>
Articles of Incorporation for such purposes, in such amounts, to such
persons, corporations, or entities, for such consideration and in the
case of Preferred Stock, in one or more series, all as the Board of
Directors in it's discretion may determine and without any vote or other
action by the stockholders, except as otherwise required by law. The
Board of Directors, from time to time, also may authorize, by
resolution, options, warrants and other rights convertible into Common
or Preferred Stock (collectively "securities.") The securities must be
issued for such consideration, including cash, property, or services, as
the Board of Directors may deem appropriate, subject to the requirement
that the value of such consideration be no less than the par value if
the shares issued. Any shares issued for which the consideration so
fixed has been paid or delivered shall be fully paid stock and the
holder of such shares shall not be liable for any further call or
assessment or any other payment thereon, provided that the actual value
of such consideration is not less than the par value of the shares so
issued. The Board of Directors may issue shares of Common Stock in the
form of a distribution or distributions pursuant to a stock divided or
split-up of the shares of the Common Stock only to the then holders of
the outstanding shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by applicable law,
there shall be no cumulative voting
on any matter brought to a vote of stockholders of the Corporation.
ARTICLE V IS HEREBY AMENDED TO READ AS FOLLOWS:
Fifth: Governing Board of Directors
The business and affairs of the Corporation shall be managed by and under the
direction of the Board of Directors. Except as may otherwise be provided
pursuant to Section 4 or Article Fourth hereof in connection with rights to
elect additional directors under specified circumstances, which may be granted
to the holders of any class or series of Preferred Stock, the exact number of
directors of the Corporation shall be determined from time to time by a bylaw or
amendment thereto, providing that the number of directors shall not be reduced
to less than three (3). The directors holding office at the time of the filing
of these Restated Articles of Incorporation shall continue as directors until
the next annual meeting and/or until their successors are duly chosen.
ARTICLE IX IS HEREBY AMENDED TO READ AS FOLLOWS:
Ninth: Shareholders' Right To Sell and/or Transfer Stock
Any shareholder, or shareholders, may sell, assign, or otherwise transfer their
shares and certificate or certificates of stock, or any part thereof.
The aforesaid changes and amendments have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
Lewis M. Eslick, President Leslie B. Eslick, Secretary
<PAGE>
STATE OF NEVADA )
)
COUNTY OF CARSON CITY )
The undersigned Notary Public certified, deposes and states Lewis M.
Eslick and Leslie B. Eslick, personally apperared before me and executed the
foregoing on behalf of the Corporation as it's President and Secretary
respectively, this 16th day of October, 1996.
By:
Notary Public in and for said
County of Carson City, State of Nevada
<PAGE>
BYLAWS
OF
CORPORATE TOURS AND TRAVEL
ARTICLE I
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of
this Company, for the purpose of fixing or changing the number of directors of
the Company, electing directors and transacting such other business as may come
before the meeting, shall be held on such date, at such time and at such place
as may be designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the shareholders may
be called at any time by the president or a vice-president or a majority of the
Board of Directors acting with or without a meeting, or the holder or holders of
10% of all the shares outstanding and entitled to vote thereat.
Section 3. Place of Meetings. Meetings of shareholders shall be held at
the principal office of the Company, unless the Board of Directors decides that
a meeting shall be held at some other place within or without the State of
Nevada and causes the notice thereof to so state.
Section 4. Notices of Meetings. Unless waived, a written, printed, or
typewritten notice of each annual or special meeting, stating the day, hour and
place and the purpose of purposes thereof shall be served upon or mailed to each
shareholder of record entitled to vote or entitled to notice, not more than
sixty (60) days nor less than ten (10) days before any such meeting. If mailed,
it shall be directed to a shareholder at his or her address as the same appears
on the records of the Company. If a meeting is adjourned to another time and
place, no further notice as to such adjourned meeting need be given if the time
and place to which it is adjourned are fixed and announced at such meeting. In
the event of a transfer of shares after notice has been given and prior to the
holding of the meeting, it shall not be necessary to serve notice on the
transferee. Nothing herein contained shall prevent the setting of a record date
in the manner provided by law for the determination of the shareholders who are
entitled to receive notice of or to vote at any meeting of shareholders or for
any purpose permitted by law.
<PAGE>
Section 5. Waiver of Notice. Notice of the time, place and purpose of
any meeting of shareholders may be waived in writing, either before or after the
holding of such meeting, by any shareholder.
Section 6. Quorum. At any meeting of shareholders, the holders of a
majority in amount of the shares of the Company then outstanding and entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum for such meeting but no action required by law, the Articles of
Incorporation or these Bylaws to be authorized or taken by the holders of a
designated proportion of the shares of any particular class, or of each class,
may be authorized or taken by a lesser proportion. The holders of a majority of
the voting shares represented at a meeting in person or by proxy may adjourn
such meeting from time to time, and at such adjourned meeting any business may
be transacted as if the meeting had been held as originally called.
Section 7. Organization. At each meeting of the shareholders, the
president, or, in the absence of the president, a chairman chosen by a majority
in interest of the shareholders present in person or by proxy and entitled to
vote, shall act as chairman, and the secretary of the Company, or, if the
secretary of the Company not be present, the assistant secretary, or if the
secretary and the assistant secretary not be present, any person whom the
chairman of the meeting shall appoint, shall act as secretary of the meeting.
Section 8. Shareholders Entitled to Vote. Every shareholder of record
shall be entitled at each meeting of shareholders to one vote for each share
standing in his name on the books of the Company.
A corporation owning shares in this Company may vote the same by its
president or its secretary or its treasurer, and such officer shall conclusively
be deemed to have authority to vote such shares and to secure any proxies and
written waivers and consents in relation thereto, unless, before a vote is taken
or a consent or waiver is acted upon, it shall be made to appear by a certified
copy of the regulations, by-laws or resolution of the Board of Directors of the
corporation owning such shares that such authority does not exist or is vested
in some other officer or person.
Section 9. Shareholder Voting. At each meeting of the shareholders for
the election of directors at which a quorum is present, the persons receiving
the greatest number of votes shall be the directors. Such election may be by
ballot or viva voce, as the shareholders may determine. All other questions
shall be determined by a majority vote of the shares entitled to vote and
represented at the meeting in person or by proxy, unless for any particular
purpose the vote of a greater proportion of the shares, or of any particular
class of shares, or of each class, is otherwise required by law, the Articles of
Incorporation or these Bylaws.
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Section 10. Proxies. At meetings of the shareholders any shareholder of
record entitled to vote thereat may be represented and may vote by a proxy or
proxies appointed by an instrument in writing, but such instrument shall be
filed with the secretary of the meeting before the person holding such proxy
shall be allowed to vote thereunder. No proxy shall be valid after the
expiration of six (6) months after the date of its execution, unless coupled
with an interest of the shareholder executing it shall have specified therein
the length of time it is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution.
Section 11. Order of Business and Procedure. The order of business at
all meetings of the shareholders and all matters relating to the manner of
conducting the meeting shall be determined by the chairman of the meeting, whose
decisions may be overruled only by majority vote of the shareholders present and
entitled to vote at the meeting in person or by proxy. Meetings shall be
conducted in a manner designed to accomplish the business of the meeting in a
prompt and orderly fashion and to be fair and equitable to all shareholders, but
it shall not be necessary to follow any manual of parliamentary procedure.
ARTICLE II
Board of Directors
Section 1. General Powers of Board. The powers of the Company shall be
exercised, its business and affairs conducted, and its property controlled by
the Board of Directors, except as otherwise provided by the law of Nevada or in
the Articles of Incorporation.
Section 2. Number and Qualification. The number of directors of the
Company, none of whom need be shareholders or residents of Nevada, shall be at
least three. Without amendment of these Bylaws, the number of directors may be
fixed or changed by resolution adopted by the vote of the majority of directors
in office or by the vote of holders of shares representing a majority of the
voting power at any annual meeting, or any special meeting called for that
purpose; but not reduction of the number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
Section 3. Term of Office. Unless he shall earlier resign, be removed
as hereinafter provided, die, or be adjudged mentally incompetent, each director
shall hold office until the sine die adjournment of the annual meeting of
shareholders for the election of directors next succeeding his election, or the
taking by the shareholders of an action in writing in lieu of such meeting, or,
if for any reason the election of directors shall not be held at such annual
meeting or any adjournment thereof, until the sine die election of directors
held thereafter as provided for in Section 4
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of Article I of these Bylaws, or the taking by the shareholders of an action in
writing in lieu of such meeting, and until his successor is elected and
qualified.
Section 4. Removal. Any director may be removed without cause at any
special meeting of shareholders called for such purpose by the vote of the
holders of two-thirds of the voting power entitling them to elect directors in
place of those to be removed, provided that unless all the directors, or all the
directors of a particular class are removed no individual director shall be
removed if the votes of a sufficient number of shares are cast against his
removal which, if cumulatively voted at on election of directors, or of all
directors of a particular class, as the case may be, would be sufficient to
elect at least one director. In case of any such removal, a new director may be
elected at the same meting for the unexpired term of each director removed.
Failure to elect a director to fulfill the unexpired term of any director
removed shall be deemed to create a vacancy in the Board.
Section 5. Resignations. Any director of the company may resign at any
time by giving written notice to the president or the secretary of the Company.
Such resignation shall take effect at the time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Vacancies. Vacancies in the Board of Directors may be filled
by a majority vote of the remaining directors, even though they be less than a
quorum of the entire number of directors constituting a full Board, until an
election to fill such vacancies is had. Within the meaning of this Section, a
vacancy exists if the board of directors increases the authorized number of
directors or if the shareholders increase the authorized number of directors but
fail at the meeting at which such increase is authorized, or an adjournment
thereof, to elect the additional directors provided for, or if the shareholders
fail at any time to elect the whole authorized number of directors. Any director
elected under the provisions of this Section 6 shall serve until the next annual
election of directors and until their successors are elected and qualified.
Section 7. Meetings. The directors shall hold such meetings from time
to time as they may deem necessary and such meetings as may from time to time be
called by the president or the chairman of the board. Meetings shall be held at
the principal office of the Company or at such other place within or without the
State of Nevada as the president or a majority of the directors may determine. A
regular meeting of the Board of Directors shall be held each year at the same
place as and immediately after the annual meeting of shareholders, or at such
other place and time as shall theretofore have been determined by the Board of
Directors and notice thereof need not be given. At its regular annual meeting,
the Board of Directors shall organize itself and elect the officers of the
Company for the ensuing
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year, and may transact any other business.
Section 8. Notice of Meetings. Notice of each special meeting or, where
required, each regular meeting, of the Board of Directors shall be given to each
director either by being mailed on at least the third day prior to the date of
the meeting or by being telegraphed or given personally or by telephone on at
least twenty-four (24) hours notice prior to the date of meeting. Such notice
shall specify the date and time of the meeting, the purpose or purposes for
which the meeting is called. At any meeting of the Board of Directors at which
every director shall be present, even though without such notice, any business
may be transacted. Any acts or proceedings taken at a meeting of the Board of
Directors not validly called or constituted may be made valid and fully
effective by ratification at a subsequent meeting which shall be legally and
validly called or constituted. Notice of any regular meting of the Board of
Directors need not state the purpose of the meeting and, at any regular meeting
duly held, any business may transacted. If the notice of a special meeting shall
state as a purpose of the meeting the transaction of any business that may come
before the meeting, then at the meeting any business may be transacted, whether
or not referred to in the notice thereof. A written waiver of notice of a
special or regular meeting, signed by the person or person entitled to such
notice, whether before or after the time stated therein shall be deemed the
equivalent of such notice, and attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except when the director attends
the meeting and prior to or at the commencement of such meeting protests the
lack of proper notice.
Section 9. Quorum and Voting. At all meetings of the directors fifty
percent of all of the authorized directors of the company shall constitute a
quorum, but less than fifty percent of the authorized directors may adjourn a
meeting of the directors from time to time, and at adjourned meetings any
business may be transacted as if the meeting had been held as originally called.
The act of a majority of Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as otherwise provided
by law, the Articles of Incorporation or these Bylaws.
Section 10. Compensation. Directors shall be entitled to receive for
services and expenses such reasonable compensation as the Board of Directors may
determine by affirmative vote of a majority of those directors in office. The
Board of Directors may also delegate its authority to establish reasonable
compensation for directors to one or more officers or directors by an
affirmative vote of a majority of those directors in office. Any vote taken by
the Board of Directors with respect to director compensation shall be effective
irrespective of the financial or personal interest of any of the directors
involved.
Section 11. Committees. The Board of Directors may create any
committee of directors, to be composed of one or more directors, and
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may delegate to any such committee any of the authority and powers of the Board
of Directors, however conferred. Each such committee shall serve at the pleasure
of the Board of Directors shall act only in the intervals between meetings of
the Board of Directors and shall be subject to all times to the control and
direction of the Board of Directors. Any such committee may act by a majority of
its members. Any such committee shall keep written minutes of its meetings and
report same to the Board of Directors prior to or at the next regular meeting of
the Board of Directors. Any act or authorization of an act by any such committee
within the authority delegated to it shall be as effective for all purposes as
the act or authorization of the Board of Directors.
ARTICLE III
Officers
Section 1. General Provisions. The officers of the Company shall be a
president, such number of vice-presidents as the Board may from time to time
determine, a secretary, a treasurer and such other officers as the directors may
elect. The Company may also have, at the discretion of the Board of Directors, a
Chairman of the Board or Vice Chairman who shall have the duties prescribed by
the Board of Directors. Except as specifically provided in these Bylaws, the
directors shall determine the duties and term of each of the officers of the
Company and shall be responsible for the designation of the Company's chief
executive officer. Officers need not be shareholders of the Company and may be
paid such compensation as the Board of Directors may determine. Any person may
hold any two or more officers and perform the duties thereof. If one person is
chosen to hold the offices of secretary and treasurer, he shall be known as
secretary-treasurer if one person be elected to both of these offices.
Section 2. Election, Term of Office, and Qualification. The officers of
the Company named in Section 1 of this Article III shall be elected by a
majority of the Board of Directors present and constituting a quorum for an
indeterminate term and shall hold office during the pleasure of the Board of
Directors. The qualifications of all officers shall be such as the Board of
Directors may see fit to impose.
Section 3. Additional Officers, Agents, etc. In addition to the
officers mentioned in Section 1 of this Article III, the Company may have such
other officers, committees, agents, and factors as the Board of Directors may
deem necessary and may appoint, each of whom or each member of which shall hold
office for such period, have such authority, and perform such duties as may be
provided in these Bylaws, or as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any officer or committee the
power to appoint any subordinate officers, committees, agents or
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factors. In the absence of any officer of the Company, or for any other reason
the Board of Directors may deem sufficient, the Board of Directors may delegate,
for the time being, the powers and duties, or any of them, of such officer to
any other officer, or to any director.
Section 4. Removal. Any officer of the Company may be removed either
with or without cause, at any time, by resolution adopted by the Board of
Directors at any meeting of the Board, the notices (or waivers of notice) of
which shall have specified that such removal action was to be considered. Any
officer appointed not by the Board of Directors but by an officer or committee
to which the Board shall have delegated the power of appointment may be removed,
with or without cause, by the committee or superior officer (including
successors) who made the appointment, or by any committee or officer upon whom
such power of removal may be conferred by the Board of Directors.
Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, or to the president, or to the
secretary of the Company. Any such resignation shall take effect at the time
specified therein, and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled in the
manner prescribed in these Bylaws for regular appointments or elections to such
office.
ARTICLE IV
Duties of the Officers
Section 1. The President. The president shall manage and have general
supervision over the business of the Company and over its several officers,
subject, however, to the control of the Board of Directors. He shall, if
present, preside at all meetings of shareholders and of the Board of Directors.
He shall see that all orders and resolutions of the Board of Directors are
carried into effect, and shall from time to time report to the Board of
Directors all matters within his knowledge which the interests of the
corporation may require to be brought to the notice of the Board. He may sign
with the secretary, the treasurer, or any other proper officer of the company
thereunto authorized by the Board of Directors, certificates for share in the
Company. He may sign, execute and deliver in the name of the Company all deeds,
mortgages, bonds, contracts, or other instruments either when specially
authorized by the Board of Directors or when required or deemed necessary or
advisable by him in the ordinary conduct of the
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Company's normal business, except in cases where the signing and execution
thereof shall be expressly delegated by these Bylaws to some other officer or
agent of the Company or shall be required by law or otherwise to be signed or
executed by some other officer or affixed to any instrument requiring the same;
and, in general, perform all duties as from time to time may be assigned to him
by the Board of Directors. In case the president for any reason shall be unable
to attend to any of his duties, such duties may be performed by a vice-president
of the Company.
Section 2. Vice-Presidents. The vice-presidents shall perform such
duties as are conferred upon them by these Bylaws or as may from time to time be
assigned to them by the Board of Directors or the president. At the request of
the president (or in his or her absence or disability, the vice-president
designated by the Board) shall perform all the powers of the president. The
authority of vice-presidents to sign in the name of the Company all certificates
for shares and authorized deeds, mortgages, bonds, contracts, notes and other
instruments, shall be coordinate with like authority of the president.
Section 3. The Treasurer. The treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds,
securities, notes, contracts, deeds, documents, and all other indicia of title
in the Company and valuable effects of the Company; receive and give receipts
for moneys due and payable to the name of the Company in such banks, trust
companies, or other depositories as shall be selected by or pursuant to the
directions of the Board of Directors; cause such funds to be discharged by
checks or drafts on the authorized depositories of the Company, signed as the
Board of Directors may require; and be responsible for the accuracy of the
amounts of, and cause to be preserved proper vouchers for, all moneys to be
disbursed;
(b) Have the right to require from time to time reports or statements
giving such information as he may desire with respect to any and all financial
transactions of the Company from the officers or agents transacting the same;
(c) Keep or cause to be kept at the principal office or such other
office or offices of the Company as the Board of Directors shall from time to
time designate correct records of the business and transactions of the Company
and exhibit such records to any of the directors of the Company upon application
at such office;
(d) Have charge of the audit and statistical departments of the
Company;
(e) Render to the president or the Board of Directors whenever
they shall require him so to do an account of the financial condition
of the company and of all his transactions as treasurer and as soon
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as practicable after the close of each fiscal year, make and submit to the Board
of Directors a like report for such fiscal year; and
(f) Exhibit at all reasonable times his cash books and other
records to any of the directors of the Company upon application.
Section 4. The Secretary. The secretary shall:
(a) Keep the minutes of all meetings of the shareholders and
of the Board of Directors in one or more books provided for that
purpose;
(b) See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law;
(c) Be custodian of the corporate records and, if one is provided, of
the seal of the Company, and see that such seal is affixed to all certificates
for shares prior to the issue thereof and to all other documents to which the
seal is required to be affixed and the execution of which on behalf of the
Company under its seal is duly authorized in accordance with the provisions of
these Bylaws;
(d) Have charge, directly or through such transfer agent or transfer
agents and registrar or registrars as the Board of Directors shall appoint, of
the issue, transfer and registration of certificates for shares in the Company
and of the records thereof, such records to be kept in such manner as to show at
any time the number of shares in the Company issued and outstanding, the manner
in which and time when such stock was paid for, the names and addresses of the
holders of record thereof, the number of classes of shares held by each, and the
time when each became such holder of record;
(e) Exhibit at all reasonable times to any directors, upon
application, the aforesaid records of the issue, transfer, and
registration of such certificates;
(f) Sign (or see that the treasurer or other proper officer of the
Company thereunto authorized by the Board of Directors shall sign), with the
president or vice-president, certificates for shares in the Company;
(g) See that the books, reports, statements, certificates, and
all other documents and records required by law are properly kept and
filed; and
(h) In general, perform all duties incident to the office of secretary,
he shall perform such duties as are conferred upon him by the officers of the
Company, or the Board of Directors, and in the absence or the inability of the
secretary to act, shall perform all the duties of the secretary and when so
acting shall have all the powers of the secretary.
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In the event the Board of Directors shall elect an assistant secretary,
he shall perform such duties as are conferred upon him by the officers of the
Company, or the Board of Directors, and in the absence or inability of the
secretary to act, shall perform all the duties of the secretary and when so
acting shall have all the powers of the secretary.
ARTICLE V
Indemnification of Directors and Officers
Section 1. Indemnification. The Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened or
pending action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, his testator, or intestate is or
was a director or officer of the Company, or is or was serving at the request of
the Company as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, or as a member of any
committee or similar body against all expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
(including appeals) or the defense or settlement thereof or any claim, issue, or
matter therein, to the fullest extent permitted by the laws of Nevada as they
may exist from time to time.
Section 2. Insurance. The proper officers of the Company without
further authorization by the Board of Directors, may in their discretion
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent for another
corporation, partnership, joint venture, trust or other enterprise, against any
liability.
Section 3. ERISA. To assure indemnification under this provision of all
such persons who are or were "fiduciaries" of an employee benefit plan governed
by the Act of Congress entitled "Employee Retirement Income Security Act of
1974", as amended from time to time, this Article shall, for the purposes
hereof, be interpreted as follows: an "other enterprise" shall be deemed to
include an employee benefit plan; the Company shall be deemed to have requested
a person to serve an employee benefit plan where the performance by such person
of his duties to the Company also imposes duties on, or otherwise involves
services by, such person to the plan or participants or beneficiaries of the
plan; excise taxes assessed on a person with respect to an employee benefit plan
pursuant to said Act of Congress shall be deemed "fines"; and action taken or
omitted by a person with respect to an employee benefit plan in the performance
of such person's duties for a purpose reasonably believed by such person to be
in the interest of the participants and
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beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the Company.
Section 4. Contractual Nature. The foregoing provisions of this Article
shall be deemed to be a contract between the Company and each director and
officer who serves in such capacity at any time while this Article is in effect,
and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.
Section 5. Construction. For the purposes of this Article, references
to "the Company" include in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, so that any person who is or was a director or officer of such
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or as a member of any
committee or similar body shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
Section 6. Non-Exclusive. The Company may indemnify, or agree to
indemnify, any person, and pay any expenses, including attorney's fees in
advance of final disposition of any action, suit or proceeding, if such
indemnification and/or payment is approved by the vote of the shareholders,
disinterested directors, or is in the opinion of independent legal counsel
selected by the Board of Directors for an indemnitee who acted in good faith in
a manner he reasonably believed to be in, or not opposed to, the best interest
of the Company.
ARTICLE VI
Seal
The Board of Directors may provide a corporate seal, which shall be in
the form of a circle and shall bear the full name of the Company, and the words
"Seal" and "Nevada".
ARTICLE VII
Amendment of Bylaws
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These Bylaws may be amended or added to, or repealed and superseded by
new Bylaws, at any annual or special meeting of shareholders in the notice (or
waivers of notice) of which the intention to consider such amendment, addition,
or repeal is stated, by the affirmative vote of the holders of record of shares
entitling them to exercise a majority of the voting power on such proposal, or
at anytime, by the affirmative vote of the Board of Directors.
ARTICLE VIII
Shares and Their Transfer
Section 1. Certificate for Shares. Every owner of one or more shares in
the Company shall be entitled to a certificate, which shall be in such form as
the Board of Directors shall prescribe, certifying the number and class of
paid-up shares in the Company owned by him. The certificates for the respective
classes of such shares shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Company by the president or
vice-president and by the secretary, or any other proper officer of the Company
thereunto authorized by the Board of Directors, or the treasurer, and the seal
of the Company, if any, may be affixed thereto. A record shall be kept of the
name of the person, firm, or corporation owning the shares represented by each
such certificate and the number of shares represented by each such certificate
and the number of shares represented thereby, the date thereof, and in case of
cancellation, the date of cancellation. Every certificate surrendered to the
Company for exchange or transfer shall be cancelled and no new certificate or
certificates until such existing certificates shall have been so cancelled,
except in cases provided for in Section 2 of this Article.
Section 2. Lost, Destroyed and Mutilated Certificates. If any
certificates for shares in this Company become worn, defaced, or mutilated but
are still substantially intact and recognizable, the directors, upon production
and surrender thereof, shall order the same cancelled and shall issue a new
certificate in lieu of same. The holder of any shares in the Company shall
immediately notify the Company if a certificate therefor shall be lost,
destroyed, or mutilated beyond recognition, and the Board of Directors may, in
its discretion, require the owner of the certificate which has been lost,
destroyed, or mutilated beyond recognition, or his legal surety or sureties as
it may direct, not exceeding double the value of the stock, to indemnify the
Company against any claim that may be made against it on account of the alleged
loss, destruction, or mutilation of any such certificate. The Board of Directors
may, however, in its discretion, refuse to issue any such new certificate except
pursuant to legal proceedings, under the laws of the State of Nevada in such
case made and provided.
Section 3. Transfers of Shares. Transfers of shares in the
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Company shall be made only on the books of the Company by the registered holder
thereof, his legal guardian, executor, or administrator, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the Company or with a transfer agent appointed by the Board of
Directors, and on surrender of the certificate or certificates for such shares.
The person in whose name shares stand on the books of the Company shall, to the
full extent permitted by law, be deemed the owner thereof for all purposes as
regards the Company.
Section 4. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer, and registration of certificates for shares in
the Company. It may appoint one or more transfer agents or one or more
registrars or both, and may require all certificates for shares to bear the
signature of either or both.
ARTICLE IX
Depositories, Contracts and Other Instruments
Section 1. Depositories. The president and any vice-president of the
Company are each authorized to designate depositories for the funds of the
Company deposited in its name and the signatories and conditions with respect
thereto in each case, and from time to time, to change such depositories,
signatories and conditions, with the same force and effect as if each such
depository, the signatories and conditions with respect thereto and changes
therein had been specifically designated or authorized by the Board of Directors
or by the president, or any vice-president of the Company, shall be entitled to
rely upon the certificate of the secretary or any assistant secretary of the
Company setting forth the fact of such designation and of the appointment of the
officers of the Company or of both or of other persons who are to be signatories
with respect to the withdrawal of funds deposited with such depository, or from
time to time the fact of any change in any depository or in the signatories with
respect thereto.
Section 2. Execution of Instruments Generally. Except as provided in
Section 1 of this Article IX, all contracts and other instruments requiring
execution by the Company may be executed and delivered by the president or any
vice-president and authority to sign any such contracts or instruments, which
may be general or confined to specific instances, may be conferred by the Board
of Directors upon any other person or persons. Any person having authority to
sign on behalf of the Company may delegate, from time to time, by instrument in
writing, all or any part of such authority to any person or persons if
authorized so to do by the Board of Directors.
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