UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
CORPORATE TOURS & TRAVEL, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0306099
(State of organization) (I.R.S. Employer Identification No.)
8452 Boseck Street, Suite 272, Las Vegas, NV 89128
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 228-4688
Registrant's Agent: Daniel G. Chapman, Esq., 1600 E. Desert Inn
Rd. #102, Las Vegas, NV 89109,
(702) 732-2253
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
ITEM 1. DESCRIPTION OF BUSINESS
Background
Corporate Tours & Travel, Inc. (the "Company") is a Nevada
corporation formed on September 23, 1993. Its principal place of
business is located at 8452 Boseck Street, Suite 272, Las Vegas,
NV 89128. The Company was organized to engage in any lawful
corporate business, including but not limited to, participating
in mergers with and acquisitions of other companies. The Company
has been in the developmental stage since inception and has no
operating history other than organizational matters.
The Company was formed for the purpose of being a travel agency.
The incorporators were Mr. Lewis Eslick, and Mr. Henry Richard
Vicencio. Mr. Eslick and his then wife each purchased stock in
the Company, Mr. Eslick purchasing 2,300,000 shares, Ms. Eslick,
1,800,000 shares. Mr. Eslick sold or gifted a total of 2,000,000
of his shares to three business acquaintances, including Andrew
Berney. These three individuals sold or gifted 1,660,000 of the
2,000,000 shares to a total of 31 of their friends and business
associates. All such sales or transfers were made in reliance on
section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"). The Company was unable to secure financing to
achieve its objective, and the original business plan was
abandoned. The primary activity of the Company currently involves
seeking a company or companies that it can acquire or with whom
it can merge. The Company has not selected any company as an
acquisition target or merger partner and does not intend to limit
potential candidates to any particular field or industry, but
does retain the right to limit candidates, if it so chooses, to a
particular field or industry. The Company's plans are in the
conceptual stage only.
The Board of Directors has elected to begin implementing the
Company's principal business purpose, described below under "Item
2, Plan of Operation". As such, the Company can be defined as a
"shell" company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules, and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan.
The Company is filing this registration statement on a voluntary
basis, pursuant to section 12(g) of the Securities Exchange Act
of 1934 (the "Exchange Act"), in order to ensure that public
information is readily accessible to all shareholders and
potential investors, and to increase the Company's access to
financial markets. In the event the Company's obligation to file
periodic reports is suspended pursuant to the Exchange Act, the
Company anticipates that it will continue to voluntarily file
such reports.
Risk Factors
The Company's business is subject to numerous risk factors,
including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company
has had no operating history and has received no revenues or
earnings from operations. The Company has no significant assets
or financial resources. The Company will, in all likelihood,
sustain operating expenses without corresponding revenues, at
least until it completes a business combination. This may result
in the Company incurring a net operating loss which will increase
continuously until the Company completes a business combination
with a profitable business opportunity. There is no assurance
that the Company will identify a business opportunity or complete
a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success
of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition, and
management of the identified business opportunity. While
management intends to seek business combinations with entities
having established operating histories, it cannot assure that the
Company will successfully locate candidates meeting such
criteria. In the event the Company completes a business
combination, the success of the Company's operations may be
dependent upon management of the successor firm or venture
partner firm together with numerous other factors beyond the
Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is, and will continue to be, an
insignificant participant in the business of seeking mergers and
joint ventures with, and acquisitions of small private entities.
A large number of established and well-financed entities,
including venture capital firms, are active in mergers and
acquisitions of companies which may also be desirable target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise,
and managerial capabilities than the Company. The Company is,
consequently, at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete
with numerous other small public companies in seeking merger or
acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no
arrangement, agreement, or understanding with respect to engaging
in a business combination with any private entity. There can be
no assurance the Company will successfully identify and evaluate
suitable business opportunities or conclude a business
combination. Management has not identified any particular
industry or specific business within an industry for evaluations.
The Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its
original shareholders, the Company never commenced any
operational activities. There is no assurance the Company will be
able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved, and without which the Company would
not consider a business combination in any form with such
business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no
significant operating history, losses, limited or no potential
for earnings, limited assets, negative net worth, or other
negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While
seeking a business combination, management anticipates devoting
up to twenty hours per month to the business of the Company. The
Company's officers have not entered into written employment
agreements with the Company and are not expected to do so in the
foreseeable future. The Company has not obtained key man life
insurance on its officers or directors. Notwithstanding the
combined limited experience and time commitment of management,
loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood
of continuing operations. See "MANAGEMENT."
CONFLICTS OF INTEREST - GENERAL. The Company's officers and
directors participate in other business ventures which compete
directly with the Company. Additional conflicts of interest and
non "arms-length" transactions may also arise in the event the
Company's officers or directors are involved in the management of
any firm with which the Company transacts business. The Company's
Board of Directors has adopted a resolution which prohibits the
Company from completing a combination with any entity in which
management serve as officers, directors or partners, or in which
they or their family members own or hold any ownership interest.
Management is not aware of any circumstances under which this
policy could be changed while current management is in control of
the Company. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS - CONFLICTS OF INTEREST."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Companies subject to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act") must provide certain information about
significant acquisitions, including certified financial
statements for the company acquired, covering one or two years,
depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or even preclude
the Company from completing an otherwise desirable acquisition.
Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act
are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company
has not conducted or received results of market research
indicating that market demand exists for the transactions
contemplated by the Company. Moreover, the Company does not have,
and does not plan to establish, a marketing organization. If
there is demand for a business combination as contemplated by the
Company, there is no assurance the Company will successfully
complete such transaction.
LACK OF DIVERSIFICATION. In all likelihood, the Company's
proposed operations, even if successful, will result in a
business combination with only one entity. Consequently, the
resulting activities will be limited to that entity's business.
The Company's inability to diversify its activities into a number
of areas may subject the Company to economic fluctuations within
a particular business or industry, thereby increasing the risks
associated with the Company's operations.
REGULATION. Although the Company will be subject to regulation
under the Securities Exchange Act of 1934, management believes
the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not
be engaged in the business of investing or trading in securities.
In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a
number of entities, the Company could be subject to regulation
under the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment company
and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal
determination from the Securities and Exchange Commission as to
the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject
the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's common stock will, in all
likelihood, result in shareholders of a private company obtaining
a controlling interest in the Company. Any such business
combination may require management of the Company to sell or
transfer all or a portion of the Company's common stock held by
them, or resign as members of the Board of Directors of the
Company. The resulting change in control of the Company could
result in removal of one or more present officers and directors
of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based
upon a business combination with a private concern which, in all
likelihood, would result in the Company issuing securities to
shareholders of such private company. Issuing previously
authorized and unissued common stock of the Company will reduce
the percentage of shares owned by present and prospective
shareholders, and a change in the Company's control and/or
management.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into
a business combination with an entity that desires to establish a
public trading market for its shares. A target company may
attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business
combination with the Company. The perceived adverse consequences
may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such
an offering, loss of voting control to public shareholders, and
the inability or unwillingness to comply with various federal and
state securities laws enacted for the protection of investors.
These securities laws primarily relate to registering securities
and full disclosure of the Company's business, management, and
financial statements.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
the Company may undertake. Typically, these transactions may be
structured to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize
the federal and state tax consequences to both the Company and
the target entity. Management cannot assure that a business
combination will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-
free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both
parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Management believes that any potential
target company must provide audited financial statements for
review, and for the protection of all parties to the business
combination. One or more attractive business opportunities may
forego a business combination with the Company, rather than incur
the expenses associated with preparing audited financial
statements.
BLUE SKY CONSIDERATIONS. Because the securities registered
hereunder have not been registered for resale under the blue sky
laws of any state, and the Company has no current plans to
register or qualify its shares in any state, holders of these
shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that
there may be significant state blue sky restrictions upon the
ability of new investors to purchase the securities. These
restrictions could reduce the size of any potential market. As a
result of recent changes in federal law, non-issuer trading or
resale of the Company's securities is exempt from state
registration or qualification requirements in most states.
However, some states may continue to restrict the trading or
resale of blind-pool or "blank-check" securities. Accordingly,
investors should consider any potential secondary market for the
Company's securities to be a limited one.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
Plan of Operation - General
The Company's plan is to seek, investigate, and if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms
desiring the perceived advantages of a publicly held corporation.
At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any
specific business or company, and the Company has not identified
any specific business or company for investigation and
evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material
discussions with any other company with respect to any
acquisition of that company. The Company will not restrict its
search to any specific business, industry, or geographical
location, and may participate in business ventures of virtually
any kind or nature. Discussion of the proposed business under
this caption and throughout this Registration Statement is
purposefully general and is not meant to restrict the Company's
virtually unlimited discretion to search for and enter into a
business combination.
The Company may seek a combination with a firm which only
recently commenced operations, or a developing company in need of
additional funds to expand into new products or markets or
seeking to develop a new product or service, or an established
business which may be experiencing financial or operating
difficulties and needs additional capital which is perceived to
be easier to raise by a public company. In some instances, a
business opportunity may involve acquiring or merging with a
corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common
stock. The Company may purchase assets and establish wholly-owned
subsidiaries in various businesses or purchase existing
businesses as subsidiaries.
Selecting a business opportunity will be complex and extremely
risky. Because of general economic conditions, rapid
technological advances being made in some industries, and
shortages of available capital, management believes that there
are numerous firms seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on
which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statues) for all shareholders, and other items.
Potentially available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex.
Management believes that the Company may be able to benefit from
the use of "leverage" to acquire a target company. Leveraging a
transaction involves acquiring a business while incurring
significant indebtedness for a large percentage of the purchase
price of that business. Through leveraged transactions, the
Company would be required to use less of its available funds to
acquire a target company and, therefore, could commit those funds
to the operations of the business, to combinations with other
target companies, or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the
assets of the acquired business. If that business is not able to
generate sufficient revenues to make payments on the debt
incurred by the Company to acquire that business, the lender
would be able to exercise the remedies provided by law or by
contract. These leveraging techniques, while reducing the amount
of funds that the Company must commit to acquire a business, may
correspondingly increase the risk of loss to the Company. No
assurance can be given as to the terms or availability of
financing for any acquisition by the Company. During periods when
interest rates are relatively high, the benefits of leveraging
are not as great as during periods of lower interest rates,
because the investment in the business held on a leveraged basis
will only be profitable if it generates sufficient revenues to
cover the related debt and other costs of the financing. Lenders
from which the Company may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the Company.
It is not possible at this time to predict the restrictions, if
any, which lenders may impose, or the impact thereof on the
Company.
The Company has insufficient capital with which to provide the
owners of businesses significant cash or other assets. Management
believes the Company will offer owners of businesses the
opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to
conduct an initial public offering. The owners of the businesses
will, however, incur significant post-merger or acquisition
registration costs in the event they wish to register a portion
of their shares for subsequent sale. The Company will also incur
significant legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs of
preparing post-effective amendments, Forms 8-K, agreements, and
related reports and documents. Nevertheless, the officers and
directors of the Company have not conducted market research and
are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the
owners of a businesses. The Company does not intend to make any
loans to any prospective merger or acquisition candidates or to
unaffiliated third parties.
The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in
essentially any stage of its corporate life. It is impossible to
predict at this time the status of any business in which the
Company may become engaged, in that such business may need to
seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company
may offer. However, the Company does not intend to obtain funds
in one or more private placements to finance the operation of any
acquired business opportunity until such time as the Company has
successfully consummated such a merger or acquisition. The
Company also has no plans to conduct any offerings under
Regulation S.
Sources of Opportunities
The Company will seek a potential business opportunity from all
known sources, but will rely principally on personal contacts of
its officers and directors as well as indirect associations
between them and other business and professional people. It is
not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.
Management, while not especially experienced in matters relating
to the new business of the Company, will rely upon their own
efforts and, to a much lesser extent, the efforts of the
Company's shareholders, in accomplishing the business purposes of
the Company. It is not anticipated that any outside consultants
or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective
merger/acquisition candidate, as the Company has no cash assets
with which to pay such obligation. There have been no
discussions, understandings, contracts or agreements with any
outside consultants and none are anticipated in the future. In
the past, the Company's management has never used outside
consultants or advisors in connection with a merger or
acquisition.
As is customary in the industry, the Company may pay a finder's
fee for locating an acquisition prospect. If any such fee is
paid, it will be approved by the Company's Board of Directors and
will be in accordance with the industry standards. Such fees are
customarily between 1% and 5% of the size of the transaction,
based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably
down to 1% in a $4,000,000 transaction. Management has adopted a
policy that such a finder's fee or real estate brokerage fee
could, in certain circumstances, be paid to any employee,
officer, director or 5% shareholder of the Company, if such
person plays a material role in bringing a transaction to the
Company.
The Company will not have sufficient funds to undertake any
significant development, marketing, and manufacturing of any
products which may be acquired. Accordingly, if it acquires the
rights to a product, rather than entering into a merger or
acquisition, it most likely would need to seek debt or equity
financing or obtain funding from third parties, in exchange for
which the Company would probably be required to give up a
substantial portion of its interest in any acquired product.
There is no assurance that the Company will be able either to
obtain additional financing or to interest third parties in
providing funding for the further development, marketing and
manufacturing of any products acquired.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by
or under the supervision of the officers and directors of the
Company (see "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, among other factors, such matters as;
1. the available technical, financial and managerial resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which may
be available and the depth of that management
7. the potential for further research, development or
exploration
8. specific risk factors not now foreseeable but which then may
be anticipated to impact the proposed activities of the Company
9. the potential for growth or expansion
10. the potential for profit
11. the perceived public recognition or acceptance of products,
services or trades
12. name identification
Management will meet personally with management and key personnel
of the firm sponsoring the business opportunity as part of their
investigation. To the extent possible, the Company intends to
utilize written reports and personal investigation to evaluate
the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be
obtained.
Opportunities in which the Company participates will present
certain risks, many of which cannot be identified adequately
prior to selecting a specific opportunity. The Company's
shareholders must, therefore, depend on Management to identify
and evaluate such risks. Promoters of some opportunities may have
been unable to develop a going concern or may present a business
in its development stage (in that it has not generated
significant revenues from its principal business activities prior
to the Company's participation.) Even after the Company's
participation, there is a risk that the combined enterprise may
not become a going concern or advance beyond the development
stage. Other opportunities may involve new and untested products,
processes, or market strategies which may not succeed. Such risks
will be assumed by the Company and, therefore, its shareholders.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require
substantial management time and attention as well as substantial
costs for accountants, attorneys, and others. If a decision is
made not to participate in a specific business opportunity the
costs incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to
consummate that transaction may result in the loss by the Company
of the related costs incurred.
There is the additional risk that the Company will not find a
suitable target. Management does not believe the Company will
generate revenue without finding and completing a transaction
with a suitable target company. If no such target is found,
therefore, no return on an investment in the Company will be
realized, and there will not, most likely, be a market for the
Company's stock.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise, or
licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business. Once a
transaction is complete, it is possible that the present
management and shareholders of the Company will not be in control
of the Company. In addition, a majority or all of the Company's
officers and directors may, as part of the terms of the
transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.
It is anticipated that securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable Federal and state securities laws.
In some circumstances, however, as a negotiated element of this
transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of
substantial additional securities and their potential sale into
any trading market which may develop in the Company's Common
Stock may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may
be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to
avoid the creation of a taxable event and thereby structure the
acquisition in a so called "tax free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986,
as amended (the "Code"). In order to obtain tax free treatment
under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, the shareholders of the Company,
including investors in this offering, would retain less than 20%
of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such
shareholders.
As part of the Company's investigation, officers and directors of
the Company will meet personally with management and key
personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of
the Company's limited financial resources and management
expertise.
The manner in which the Company participates in an opportunity
with a target company will depend on the nature of the
opportunity, the respective needs and desires of the Company and
other parties, the management of the opportunity, and the
relative negotiating strength of the Company and such other
management.
With respect to any mergers or acquisitions, negotiations with
target company management will be expected to focus on the
percentage of the Company which the target company's shareholders
would acquire in exchange for their shareholdings in the target
company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will, in all
likelihood, hold a lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the event
the Company acquires a target company with substantial assets.
Any merger or acquisition effected by the Company can be expected
to have a significant dilutive effect on the percentage of shares
held by the Company's then shareholders, including purchasers in
this offering.
Management has advanced, and will continue to advance, funds
which shall be used by the Company in identifying and pursuing
agreements with target companies. Management anticipates that
these funds will be repaid from the proceeds of any agreement
with the target company, and that any such agreement may, in
fact, be contingent upon the repayment of those funds.
Competition
The Company is an insignificant participant among firms which
engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's
competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
Form 10-SB.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being
engaged primarily in the business of investing, reinvesting or
trading securities. While the Company does not intend to engage
in such activities, the Company may obtain and hold a minority
interest in a number of development stage enterprises. The
Company could be expected to incur significant registration and
compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to
review the Company's activities from time to time with a view
toward reducing the likelihood the Company could be classified as
an "investment company".
The Company intends to structure a merger or acquisition in such
manner as to minimize Federal and state tax consequences to the
Company and to any target company.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company. (See "Management").
ITEM 3. DESCRIPTION OF PROPERTY.
The Company neither owns nor leases any real property at this
time. The Company does have the use of a limited amount of office
space from, Mr. Eslick, a director and officer, at no cost to the
Company, and Management expects this arrangement to continue. The
Company pays its own charges for long distance telephone calls
and other miscellaneous secretarial, photocopying, and similar
expenses. This is a verbal agreement between Mr. Eslick, a
director and officer and the Board of Directors.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known to the Company,
as of December 31, 1997, to be a beneficial owner of five percent
(5%) or more of the Company's common stock, by the Company's
directors individually, and by all of the Company's directors and
executive officers as a group. Except as noted, each person has
sole voting and investment power with respect to the shares
shown. (Note that the only 5% shareholders are the officers and
directors of the Company. Therefore, only one table is included.)
<TABLE>
<S> <C> <C> <C>
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Lewis M. Eslick 1 300,000 7.32%
8452 Boseck Street,
#272
Las Vegas, NV 89128
Common Leslie B. Eslick 1 1,800,000 43.90%
8452 Boseck Street #272
Las Vegas, NV 89128
Common Andrew W. Berney 150,000 3.66%
4056 Elkridge Dr.
Las Vegas, NV 89129
Common All officers and 2,250,000 54.88%
directors (3
individuals)
</TABLE>
Note 1: Mr. Eslick and Ms. Eslick were previously married. They
are no longer married, and 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 the stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.
There are no agreements for any officer or director to resign at
the request of any other person, and none of the officers or
directors named below are acting on behalf of, or at the
direction of, any other person.
The Company's officers and directors will devote their time to
the business on an "as-needed" basis, which is expected to
require 5-10 hours per month.
Information as to the directors and executive officers of the
Company is as follows:
<TABLE>
<S> <C> <C>
Name/Address Age Position
Lewis M. Eslick 60 President /
8452 Boseck Street, Director
#272
Las Vegas, NV 89128
Leslie B. Eslick 46 Secretary / Director
8452 Boseck Street #272
Las Vegas, NV 89128
Andrew W. Berney 42 Treasurer / Director
4056 Elkridge Dr.
Las Vegas, NV 89129
</TABLE>
Lewis M. Eslick; President/Director
Mr. Lewis M. Eslick has been President and a Director of the
Registrant since its inception. Since August of 1995, he has been
an owner and served as Geschaeftsfuehrer (Assistant Managing
Director) of Xaxon Immobilien und Anlagen Consult GmbH. Under Mr.
Eslick's direction, the company was awarded 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 April, 1994, through December, 1994, Mr. Eslick was CEO of
Travel Masters, where he developed strategy and a business plan
for the company, and the structure to establish a central
reservation complex to replace Airline City Ticketing Offices in
Reno and Las Vegas, Nevada using Electronic Ticket Delivery
Networks (ETDN) which led to ticketless travel.
From 1986 to the Present, Mr. Eslick has been CEO of Mirex, Inc.,
an international consulting firm. He was responsible for several
successful negotiations on behalf of Bechtel Engineering and
Minerals, including:
A twelve-berth harbor to accommodate ocean cargo vessels of
up to 50,000 DTW at Mawan Harbor, the mouth of the Pearl
River
The Shenzhen Petro-Chemical Refinery, with an operating
capacity of 68,000 barrels per day.
Arranged financing for the Mawan Port Facility with the
assistance of Triad Enterprises S.A. Banco Arabe de Espanole
secured a bank commitment for $375,000,000 (US) with very
favorable interest rates and set-off principal payments.
From 1983 to 1986, Mr. Eslick conceptualized and delivered to EF
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 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 Idrocaruare,
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, Mr. Eslick served in the US Navy as an
Aviation Electronics technician.
Leslie B. Eslick; Secretary/Director
Ms. Leslie B. Eslick has been a shareholder, director, and
officer of the Company since its inception. Since August of 1995,
she has been an owner and served as Geschaeftsfuehrer (Assistant
Managing Director) of Xaxon Immobilien und 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 April 1994 through the present, Ms. Eslick has been Officer
and Director of Travel Masters, Inc. During her time at that
company, she served as Assistant to the Chairman of the company,
where she aided in the development of strategy, the company's
business plan, and the structure to establish a central
reservation complex to replace Airline City Ticketing Offices in
Reno and Las Vegas, Nevada.
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
in conceptualizing and delivering 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 Indrocarbuare, 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 Berkley.
Andrew W. Berney; Treasurer/Director
Mr. Andrew W. Berney has been a director and officer of the
Company since March 11th 1993.
He has been President of Equity First Associates, Inc., Las
Vegas, NV, since purchasing his ownership interest in that
company in January of 1998. Prior to that time, he was a Loan
Officer with Equity First since January of 1997.
He has been the Secretary / Treasurer of Cambro Investment Group,
Inc., a family-owned corporation, since August of 1993. And an
officer and director of Mirex, Inc., a consulting company, since
1996.
From July 1995 to September 1995, he was a Mortgage Loan Officer
with United Lending Group, Las Vegas, NV.
From December 1994 to June 1995 he was the Las Vegas Branch
Manager for Equicredit Corporation, 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., in Las Vegas.
In October 1992, he joined The Moneystore in Las Vegas, where he
served as branch manager until resigning in July, 1993.
From February through October of 1992, he was a loan officer in
the direct sales department of Ford Consumer Finance Company,
Inc., in Laguna Hills, CA.
From March 1988 through December 1991, he was the Senior
Executive Branch Manager for Transamerica Financial Services,
Inc., in Santa Ana, CA.
From December 1982 through June 1985, he was an assistant branch
manager for the Scottsdale office of Associates Financial
Services of Arizona.
Blank Check Experience
In addition to the experience described above, Mr. Andrew Berney
is or has been an officer and/or director of a number of blank
check companies.
M.M. Cork Enterprises, Inc. - President from January 1996
through September 1996. He resigned as part of a merger
agreement with International Forest Industries, Inc.,
which then merged with Flour City International, Inc.
Mr. Berney received no compensation as part of the
merger, other than shares in Flour City in exchange for
his shares in M.M. Cork, which were granted in the same
amount as all other shareholders received.
Caye Chapel, Inc. - Officer and Director from September 1995
through October 1998. He resigned as part of a merger
agreement in October, 1998. Mr. Berney received no
compensation as part of the merger, other than shares
in the surviving entity (Caye Chapel, Inc.), which were
granted in the same amount as all other shareholders
received.
Cambridge Funding Group, Inc. - Officer and Director from
June, 1995 through October, 1998. He resigned as part
of a merger agreement with Agriceuticals, Inc. in
October, 1998. Mr. Berney received no compensation as
part of the merger, other than shares in Agriceuticals,
Inc. which were granted in the same amount as all other
shareholders received.
LPI, Inc. - Officer and Director from June, 1991 through
April, 1997. He resigned as part of a merger agreement
with Triumph International Foods, Inc. in April, 1997.
Mr. Berney received no compensation as part of the
merger, other than shares in Triumph International
Foods, Inc. which were granted in the same amount as
all other shareholders received.
Torrey Pines Nevada, Inc. - Secretary and Director from
October 1992 until April 1996.
Far East Ventures, Inc. - Director and Officer since
September 27, 1997.
Austin Land & Development, Inc. - Officer and Director since
September 1995.
Austin Land & Resources, Inc. - Officer and Director since
September 1995.
Austin Underground, Inc. - Officer and Director since
November 1994.
Exclusive Cruises and Resorts, Inc. - Officer and Director
from February 1995 through April 1998.
American Flintlock Company - Officer and Director since
March, 1993
Asian-American International, Inc. - Officer and Director
since November, 1994.
Travel Masters - Officer and Director since March, 1995.
Winecup Lands & Cattle Company, Inc. - Officer and Director
since December, 1992.
Cool-Ex International, Inc. - Officer and Director since
July, 1997.
Panda Pacific, Inc. - Officer and Director since May, 1997.
Computer Giftware Company - Officer and Director since
March, 1993.
Metrobell Telecom Corp. - Officer and Director since
February, 1992.
Handell Graff, Inc. - Officer and Director since 1993.
Cherokee Leather, Inc. - Officer and Director since 1995.
De Sorca, Inc. - Officer and Director since 1993.
Vista Medical Terrace, Inc. - Officer and Director since
1990.
In addition to the experience described above, Ms. Leslie Eslick
is or has been an officer and/or director of the blank check
companies:
American Flintlock Company - Officer and Director since
December, 1992.
Winecup Lands & Cattle Company - Officer and Director since
December, 1991.
In addition to the experience described above, Mr. Lewis Eslick
is or has been an officer and/or director of the blank check
companies:
Triumph International Foods, Inc. - Officer and Director.
Was Officer and Director of LPI, Inc. from June, 1991
through April, 1997. He resigned as part of the merger
agreement with Triumph in April, 1997. Mr. Eslick
received no compensation as part of the merger, other
than shares in Triumph which were granted in the same
amount as all other shareholders received. In 1998, the
previous officers and directors of Triumph had not
filed necessary papers to keep the company current with
the Nevada Secretary of State. At a special meeting of
shareholders, Mr. Eslick was re-elected to the Board of
Directors, and was reappointed as President.
Facade Systems, Inc. - Officer and Director since June,
1997.
Glucose Tech, Inc. - Officer and Director since September,
1997.
Winecup Lands & Cattle Company - Officer and Director since
December, 1991.
There is no family relationship between any of the officers and
directors of the Company. The Company's Board of Directors has
not established any committees.
Conflicts of Interest
Insofar as the officers and directors are engaged in other
business activities, management anticipates it will devote only a
minor amount of time to the Company's affairs. The officers and
directors of the Company may in the future become shareholders,
officers or directors of other companies which may be formed for
the purpose of engaging in business activities similar to those
conducted by the Company. The Company does not currently have a
right of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate
to the Company's proposed business operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation
which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities
of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the
officer or director. Subject to the next paragraph, if a
situation arises in which more than one company desires to merge
with or acquire that target company and the principals of the
proposed target company have no preference as to which company
will merge or acquire such target company, the company of which
the President first became an officer and director will be
entitled to proceed with the transaction. Except as set forth
above, the Company has not adopted any other conflict of interest
policy with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive
investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission
as to the status of the Company under the Investment Company Act
of 1940 and, consequently, any violation of such Act would
subject the Company to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's officers and/or directors receive any
compensation for their respective services rendered to the
Company, nor have they received such compensation in the past.
They both have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to
occur until the Registrant has generated revenues from operations
after consummation of a merger or acquisition. As of the date of
this registration statement, the Company has no funds available
to pay directors. Further, none of the directors are accruing any
compensation pursuant to any agreement with the Company.
It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity
may desire to employ or retain one or more members of the
Company's management for the purposes of providing services to
the surviving entity, or otherwise provide other compensation to
such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of
management will not be a consideration in the Company's decision
to undertake any proposed transaction. Each member of management
has agreed to disclose to the Company's Board of Directors any
discussions concerning possible compensation to be paid to them
by any entity which proposes to undertake a transaction with the
Company and further, to abstain from voting on such transaction.
Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any
prospective merger or acquisition candidate, the proposed
transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may refer
a prospective merger or acquisition candidate to the Company. In
the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form
of cash consideration. However, if such compensation is in the
form of cash, such payment will be tendered by the acquisition or
merger candidate, because the Company has insufficient cash
available. The amount of such finder's fee cannot be determined
as of the date of this registration statement, but is expected to
be comparable to consideration normally paid in like
transactions. No member of management of the Company will receive
any finders fee, either directly or indirectly, as a result of
their respective efforts to implement the Company's business plan
outlined herein. Persons "associated" with management is meant to
refer to persons with whom management may have had other business
dealings, but who are not affiliated with or relatives of
management.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Registrant for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger
with any entity in which any of the Company's Officers,
Directors, principal shareholders or their affiliates or
associates serve as officer or director or hold any ownership
interest. Management is not aware of any circumstances under
which this policy may be changed through their own initiative.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan
described herein.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock is quoted on the over-the-counter
market in the United States under the symbol CTOR. Management has
not undertaken any discussions, preliminary or otherwise, with
any prospective market maker concerning the participation of such
market maker in the after-market for the Company's securities and
management does not intend to initiate any such discussions until
such time as the Company has consummated a merger or acquisition.
There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
After a merger or acquisition has been completed, one or both of
the Company's officers and directors will most likely be the
persons to contact prospective market makers. It is also possible
that persons associated with the entity that merges with or is
acquired by the Company will contact prospective market makers.
The Company does not intend to use consultants to contact market
makers.
Market Price
The Registrant's Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to the Company, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and
(ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets
forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny
stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in
the criteria for initial listing on the NASDAQ Small Cap market
and for continued listing. For initial listing, a company must
have net tangible assets of $4 million, market capitalization of
$50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years.
For initial listing, the common stock must also have a minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets
and a $1,000,000 market value of its publicly-traded securities.
In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction
with any merger or acquisition candidate which will allow the
Company's securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of the Company to qualify
its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market
value of, the Company's securities.
Holders
As of February 28, 1998, there were 36 holders of the Company's
Common Stock. Andrew Berney received his stock directly from Mr.
Lewis Eslick, as did two of the other shareholders. The remaining
shareholders received their stock from Mr. Berney and the other
two shareholders who received stock from Mr. Eslick. All of the
issued and outstanding shares of the Company's Common Stock were
issued in accordance with the exemption from registration
afforded by Section 4(2) of the Securities Act of 1933.
Dividends
The Registrant has not paid any dividends to date, and has no
plans to do so in the immediate future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
With respect to the transfers made by the founders and the
officers and directors, the Registrant relied on Section 4(2) of
the Securities Act of 1933, as amended. No advertising or general
solicitation was employed in offering the shares. The securities
were offered for investment only and not for the purpose of
resale or distribution, and the transfer thereof was
appropriately restricted.
Even after the business plan is completed, the shares held by the
Company's officers and directors, totaling 2,250,000 shares, will
be restricted from trading freely, other than in accordance with
Rule 144 enacted under the Securities Act. In general, under Rule
144, a person (or persons whose shares are aggregated) who has
satisfied a one year holding period, under certain circumstances,
may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume
during the four calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of shares without
any quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding
three months, an affiliate of the Company.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Company's Articles of Incorporation authorizes the issuance
of 50,000,000 shares of Common Stock, par value $0.001 per share,
of which 4,100,000 are issued and outstanding. The shares are non-
assessable, without pre-emptive rights, and do not carry
cumulative voting rights. Holders of common shares are entitled
to one vote for each share on all matters to be voted on by the
stockholders. The shares are fully paid, non-assessable, without
pre-emptive rights, and do not carry cumulative voting rights.
Holders of common shares are entitled to share ratably in
dividends, if any, as may be declared by the Company from time-to-
time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of the Company, the
holders of shares of common stock are entitled to share on a pro-
rata basis all assets remaining after payment in full of all
liabilities.
Management is not aware of any circumstances in which additional
shares of any class or series of the Company's stock would be
issued to management or promoters, or affiliates or associates of
either.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance
of 10,000,000 shares of preferred stock, $0.01 par value per
share, none of which have been issued. The Company currently has
no plans to issue any preferred stock. The Company's Board of
Directors has the 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 then-outstanding 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 opportunities arise that
would make the issuance of preferred stock desirable, either
through 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 factor
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 at any time 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 shareholder value, they may have the effect
of discouraging takeovers which could be in the best interests of
certain shareholders. 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.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this
Item 13 follow the index of financial statements appearing at
Item 15 of this Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its formation,
and Management has had no disagreements with the findings of its
accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Report of Independent Auditor Barry L. Friedman, dated
January 21, 1998
Balance Sheet as of December 31, 1995, December 31,
1996, and December 31, 1997
Statement of Operation for the years ended December 31,
1995, December 31, 1996, and December 31, 1997
Statement of Stockholders' Equity
Statement of Cash Flows for the years ended December
31, 1995, December 31, 1996, and December 31, 1997
Notes to Financial Statements
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
To Whom It May Concern:
February 4, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of February 4, 1999, on
the Financial Statements of Corporate Tours & Travel, Inc., as of
December 31, 1998, in any filings that are necessary now or in
the near future with the U.S. Securities and Exchange Commission.
Very Truly Yours,
s/Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
CORPORATE TOURS & TRAVEL, INC.
(FORMERLY THE OLD CORPORATE TOURS & TRAVEL, INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
December 31, 1998
December 31, 1997
December 31, 1996
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-10
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
INDEPENDENT AUDITORS' REPORT
Board of Directors February 4, 1999
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,
1998, December 31, 1997, and December 31, 1996, and the related
statements of operations, stockholders' equity and cash flows for
the three years ended December 31, 1998, December 31, 1997, and
December 31, 1996. 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., as of December 31, 1998, December
31, 1997, and December 31, 1996, and the results of its
operations and cash flows for the three years ended December 31,
1998, December 31, 1997, and December 31, 1996, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note #5 to the financial statements, the Company has suffered
recurring losses from operations and has no established source of
revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these
matters are also described in Note #5. The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.
/S/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
CORPORATE TOURS & TRAVEL, INC.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C> <C>
December 31, December 31, December 31,
1998 1997 1996
ASSETS
CURRENT ASSETS: $ 0 $ 0 $ 0
OTHER ASSETS:
TOTAL ASSETS $ 0 $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $4,060 $900 $0
TOTAL CURRENT LIABILITIES $4,060 $900 $0
STOCKHOLDERS' EQUITY: (Note 1)
Preferred stock, par value, $.001
authorized 10,000,000 shares issued
and outstanding at December 31, 1998
- - NONE
Common stock, par value, $.00l $ 4,100
authorized 50,000,000 shares issued
and outstanding at December 31, 1996;
4,100,000 shares
December 31, 1997; 4,100,000 shares $ 4,100
December 31, 1998; 4,100,000 shares $ 4,100
Additional paid in Capital 0 0 0
Accumulated loss -8,160 -5,000 -4,100
TOTAL STOCKHOLDERS' EQUITY -4,060 -900 0
TOTAL LIABILITIES AND STOCKHOLDERS' $ 0 $ 0 $ 0
EQUITY
</TABLE>
See accompanying notes to financial statements & audit report
CORPORATE TOURS & TRAVEL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C> <C> <C>
Year Ended Dec. Year Ended Dec. Year Ended Dec. Sept. 23, l993
31, 1998 31, 1997 31, 1996 (inception) to
Dec. 31, 1998
INCOME:
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES:
General Selling and $ 3,160 $ 900 $ 0 $ 8,160
Administrative
Total Expenses $ 3,160 $ 900 $ 0 $ 8,160
Net Profit/Loss(-) $ -3,160 $ -900 $ -0 $ -8,160
Net Profit/Loss(-) $ NIL $ NIL $ NIL $ NIL
per weighted share
(Note 1)
Weighted average 4,100,000 4,100,000 4,100,000 4,100,000
number of common
shares outstanding
</TABLE>
See accompanying notes to financial statements & audit report
CORPORATE TOURS & TRAVEL, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Common Shares Stock Amount Additional paid- Accumulated
in capital Deficit
Balance, December 31, 4,100,000 $ 4,100 0 - 4,100
Net Income/ Loss year 0
ended December 31, 1996
Balance, December 31, 4,100,000 $ 4,100 0 $ -4,100
1996
Net Income/ Loss year -900
ended December 31, 1997
Balance, December 31, 4,100,000 $ 4,100 $ 0 $ -5,000
1997
Net Income/ Loss year -3,160
ended December 31, 1998
Balance, December 31, 4,100,000 $ 4,100 $ 0 $ -8,160
1998
</TABLE>
See accompanying notes to financial statements & audit report
CORPORATE TOURS & TRAVEL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C>
Year Ended Dec. Year Ended Dec. Year Ended Dec. Sept. 23, l993
31, 1998 31, 1997 31, 1996 (inception) to
Dec. 31, 1998
Cash Flows from Operating
Activities:
Net Loss $ -3,160 $ -900 $ 0 $ -8,160
Adjustment to reconcile net 0 0 0 0
loss to net cash provided by
operating activities
Issued common stock for +4,100
services
Changes in assets and
liabilities:
Increase in current +3,160 +900 0 +4,060
liabilities:
Advances Payable
Net cash used in operating 0 0 0 0
activities
Cash Flows from investing 0 0 0 0
activities
Cash Flows from Financing 0 0 0 0
Activities
Net increase (decrease) in $ 0 $ 0 $ 0 $ 0
cash
Cash, beginning of period 0 0 0 0
Cash, end of period $ 0 $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial statements & audit report
CORPORATE TOURS & TRAVEL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998, December 31, 1997, and December 31, 1996
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized September 23, 1993, under laws of the
State of Nevada, as Corporate Tours & Travel, Inc.. The company
currently has no operations and, in accordance SFAS #7, is
considered a development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. They're no cash equivalents as
of December 31, 1998.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109, (SFAS #109), "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized on a
straight-line basis over a sixty-month period
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128, (SFAS #128), "Earnings
Per Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of December 31, 1998, the Company had no dilative
common stock equivalents such as stock options.
Year End
The Company has selected December 31, as its year-end
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Based on a recent and ongoing assessment, the Company has
determined that it will require only off-the-shelf software
utilizing a Microsoft Windows platform for all of its computing
requirements. The Company presently believes that with
modifications to existing off-the-shelf software or conversions
to new software, the Year 2000 issue will not pose a significant
operational problem and will not materially affect future
financial results.
The Company currently anticipates purchasing new off-the-shelf
Year 2000 compatible software within the near future, which is
prior to any anticipated impact on its operating systems. The
total cost of this new software is not anticipated to be a
material expense to the Company at this time. However, there can
be no guarantee that these new off-the-shelf software products
will be adequately modified, which could have a material adverse
effect on the Company's results of operations.
NOTE 3- INCOME TAXES
There is no provision for income taxes for the period ended
December 31, 1998, due to the net loss and no state income tax in
the state of the Company's domicile and operations, Nevada. The
Company's total deferred tax asset as of December 31, 1998 is as
follows:
Net operation loss carry forward $8,160
Valuation allowance 8,160
Net deferred tax asset $0
The federal net operating loss carry forward will expire various
amounts from 2013 to 2018.
This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
NOTE 4- SHAREHOLDERS' EQUITY
Common Stock
The authorized common stock of Corporate Tours & Travel, Inc.
consists of 50,000,000 shares with a par value of $.001 per
share.
Preferred Stock
The authorized Preferred Stock of Corporate Tours & Travel, Inc.
consists of 10,000,000 shares with a par value of $0.001 per
share.
On September 27, 1993, the Company issued 4,100,000 shares of
it's $.00l 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 to 50,000,000 common shares. The par
value was unchanged at $0.001. Also, the Company approved the
authority to issue 10,000,000 shares of preferred shares, par
value $0.001.
NOTE 5- GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger with an
existing, operating company. Until that time, the
stockholders/officers and/or directors have committed to
advancing the operating costs of the Company interest free.
NOTE 6-RELATED PARTY TRANSACTION
The Company neither owns nor 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
opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between
the Company and their other business interests. The Company has
not formulated a policy for the resolution of such conflicts.
NOTE 7- WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common or preferred stock.
EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Corporate Tours & Travel, Inc.
By: /s/
Lewis M. Eslick
Lewis M. Eslick, President
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
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 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 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 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
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.
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, 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
IN WITNESS WHEREOF, the above-named Incorporators have signed
these Articles of Incorporation on September 21, 1993.
/s/ Lewis M. Eslick
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.
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.
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 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 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 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 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 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 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.
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 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
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
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.