<PAGE> 1
As filed with the Securities and Exchange Commission on May 3, 1999
Registration No. ____________
==============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
BARBECUE CAPITAL CORP.
--------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada 87-0616538
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2046 East Murray-Holiday, Road, Suite 202, Salt Lake City, Utah 84117
---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (801) 272-4400
--------------
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
---- ---
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class)
==============================================================================
<PAGE>
<PAGE> 2
BARBECUE CAPITAL CORP.
FORM 10-SB
TABLE OF CONTENTS
PART 1 Page
Item 1. Description of Business ..................................... 3
Item 2. Management's Discussion and Analysis or Plan of Operation ... 5
Item 3. Description of Property...................................... 6
Item 4. Security Ownership of Certain Beneficial Owners
and Management.............................................. 6
Item 5. Directors, Executive Officers, Promoters
and Control Persons......................................... 7
Item 6. Executive Compensation....................................... 8
Item 7. Certain Relationships and Related Transactions............... 9
Item 8. Description of Securities.................................... 9
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters................. 10
Item 2. Legal Proceedings............................................ 10
Item 3. Changes in and Disagreements with Accountants................ 10
Item 4. Recent Sales of Unregistered Securities...................... 10
Item 5. Indemnification of Directors and Officers.................... 11
PART F/S
Financial Statements......................................... 12
PART III
Item 1. Index to Exhibits............................................ 20
Signatures................................................... 21
<PAGE>
<PAGE> 3
PART I
Item 1. Description of Business
Corporate History
- -----------------
The Company was formed in Nevada on December 18, 1996, to manufacture
and market industrial size barbecues. The Company believed that the
industrial size barbecue market was a growing market not adequately served by
existing manufactures.
After the Company was formed, management sought capital to commence
marketing and production of its barbecues. In May 1998, the Company raised,
$52,300 through the sale of shares of its common stock at an offering price of
$0.10. The proceeds of the offering were to be used to develop additional
barbecue prototypes and commence manufacturing and marketing of the barbecues.
Operations
- ----------
The Company has developed several barbecue prototypes and is attempting
to market them to various market niches. To date, the Company has not sold
any barbecues and has found that many potential buyers require the barbecues
to be gas powered. Accordingly, the Company is redesigning many of its
prototypes to be operated by gas.
The Company is hopeful that buy redesigning its barbecues, it will be
more successful in future sales attempts. The Company, however, has found
that the competition in the industrial or large barbecue area is significantly
more competitive then originally estimated. Management has concluded that it
will require far more capital to penetrate the market than originally
anticipated. Accordingly, management believes that future growth of the
Company will be slowed by capital constraints. Management has investigated
various means to acquire additional capital including bank financing and has
found that it will be extremely difficult to obtain any further funding for a
company of its size manufacturing barbecues. Management of the Company is,
therefore, exploring other products to manufacture and sell as well as looking
for additional business opportunities.
If the Company is unable to develop a market for its barbecues in the
near future, management has indicated it will cease further development of
additional barbecues and shut down operations rather than incur substantial
losses. Management hopes that by avoiding losses, it will allow the Company
some flexibility in entering into other business opportunities that may be
available in the future.
Competition and Markets
- -----------------------
The Company views the market for its products in three primary areas.
The first is wholesale food services. This market is growing as more
restaurants and catering services are going outside requiring large industrial
barbecues. The Company feels its larger grill which measures 32" x 76" is
ideal for many restaurant users. The second primary market is large church,
civic and fraternal organizations. The third primary market is retail
discounters. The Company believes its product offers certain advantages to
users seeking a product that can serve large groups. Previously Company
<PAGE> 4
representatives called on prospective buyers for retail chains offering large
quantity discounts. Although this method produced many leads, it failed to
produce sales. It also was a labor intensive, time consuming, marketing
approach.
The Company also miscalculated the need for a gas grill and has had to
redesign its products to provide for gas grills. Additionally, the Company
originally thought mailings, advertising in trade publications and an internet
site, along with telephone sales, would be sufficient to generate sales.
Management of the Company has now learned that, without brand name
recognition, buyers want to see the barbecue prior to purchasing. This has
hurt potential sales for the Company because it does not have the finances to
place barbecues at various stores around the country. The Company has
therefore had to rethink its marketing approach.
The barbecue market is dominated by several large suppliers including
Sunbeam and Weber. Additionally, there have been increasing entries into the
large end barbecue marked by manufactures such as Viking. All of these
companies have substantially larger resources then the Company.
The Company intends to focus in the spring and summer of 1999 to develop
product sales. After the summer months, the demand for barbecues decreases
and most barbecues left on store floors are discounted for sale. Accordingly,
if the Company cannot generate sales this year, management may decide to seek
other business opportunities rather than go without revenues through the
winter months. Management has indicated it will investigate any business
opportunity it believes will result in potential revenue generating
operations.
Government Regulation
- ---------------------
The Company is not subject to any specific governmental regulations. If
the Company expands into gas grills, the Company may become subject to certain
specifications on the gas connections.
Year 2000 Computer Problem
- --------------------------
The Year 2000, or Y2K problem concerns potential failure of certain
computer software to correctly process information because of the software's
inability to calculate dates. The Company does not anticipate any Y2K
problems. The Company does not carry large inventories and anticipated sales
this year will not require a computer-based inventory and invoicing system.
The Company's computer system is PC based and has been updated with the latest
software. Additionally, the Company has all of its material saved on
alternative media from that of the PC's harddrives in case of a computer
problem.
Employees
- ---------
The Company has 1 employee in addition to its president, Joe Thomas.
(See "Directors and Executive Officers.")
Offices
- -------
The Company's executive offices are located at 2046 East Murray-Holiday
Road, Suite 202, Salt Lake City, Utah. The executive offices are provided on
a rent free basis by the Company's president. The Company's manufacturing
<PAGE> 5
facilities are located at 210 Danforth, Sun Valley, Nevada 89433, this
facility consist of approximately 500 square feet of manufacturing space. The
Company believes that the above facilities are adequate for the foreseeable
needs of the Company; however, eventually as the Company expands its employee
base, it anticipates adding additional manufacturing space.
Item 2. Management's Discussion and Analysis or Plan of Operation
Overview
- --------
The Company was originally formed to manufacture and market industrial
size barbecue grill. The Company believed that there was a market niche in
the barbecue market in the larger size grills which was being filled only by a
few expensive models. The Company hoped to take advantage of this niche and
eventually expand into smaller grills.
The Company financed its initial operations through the sale of its
securities in 1998. After the sale of its securities, the Company began to
explore marketing its prototype grills. The marketing of the grills proved to
be more difficult then anticipated as buyers were not willing to make
purchases, from a new company, based only brochures and pictures on the
Internet. Additionally, the Company did not foresee the demand for gas powered
grills over charcoal grills. The Company, therefore, was unable to meet the
needs of many potential clients who would not consider any grill that was not
gas powered. Because of these problems, the Company is reconsidering its
business focus. If it is not able to establish a market for its barbecues
over the 1999 summer months, it is unlikely that the Company will remain in
the barbecue business. Instead, the Company would investigate other business
opportunities while it still has some cash in the bank.
Plan of Operation
- -----------------
The Company intends to actively market its barbecues over the spring and
summer months in an effort to gain sales and a market presence. If these
marketing efforts do not materialize, the Company will seek other business
opportunities rather than continue to lose money trying to establish itself in
the barbecue market.
The Company previously has focused on the development of prototype
barbecues, the raising of capital to finance operations, and the marketing of
its barbecues. Its marketing efforts, to date, have not proved successful,
and the Company has not generated any sales of its barbecues. The Company is
redesigning its barbecues to offer not only charcoal grills but also gas
grills. Management is hopeful this change will lead to increase sales of its
grills.
If sales do not increase, the Company intends to start to investigate
other opportunities. At this time, the Company has not considered any other
potential businesses to engage in or opportunities to pursue. All of
management's efforts through the end of the 1999 summer months will be focused
on continuing to market its barbecues.
Liquidity and Capital Resources
- -------------------------------
The Company has limited resources. At December 31, 1998, the Company had
assets of $37,750 with $36,250 in cash and no liabilities. The cash is the
remaining proceeds from the offering of the Company's securities in 1998. The
Company does not believe, given its present business conditions, that it will
be able to raise additional money through the sale of securities or through
traditional debt means. Accordingly, management will have to be careful with
its existing funds.
<PAGE> 6
With limited funds and with no revenue from operations, the Company has
determined it cannot produce any barbecues until they are ordered. This has
limited the Company's ability to supply vendors with models of the barbecues
and has created a marketing disadvantage for the Company.
Results of Operations
- ---------------------
The Company spent 1997 designing its barbecues and working on prototypes.
In 1998, the Company raised funds to commence manufacturing and marketing
efforts but did not have any sales. The Company felt several factors
contributed to its lack of sales. Principally timing of the market
introduction of its barbecues was too late to take advantage of the 1998
buying season. The Company believes that barbecues are a seasonal item and
that most orders are placed in the spring and early summer. As the Company's
initial focus at the start of 1998 was in attaining funding for its
operations, it was unable to garner much interest in its barbecues during the
important spring and early summer buying season. Additionally, as the Company
has been trying to market its barbecues, it has decided that many buyers want
a gas powered grill which the Company was not offering. Another factor which
contributed, in management's opinion, to the lack of sales was not having a
physical presence in stores. The Company initially intended to rely on
mailings, telephone sales, brochures and an Internet site to market its
barbecues. Management of the Company now believe that buyers want to see the
barbecue or be familiar with the maker of the barbecue before purchasing.
The Company had expenses of $13,186 in 1998 which represented an increase
of $12,728 over 1997. This increase reflected the Company commencing
operations, renting office and manufacturing space and developing several
models of barbecues. The Company did not have any sales in 1998 resulting in
a net loss of $13,186 in 1998 over the net loss of $458 in 1997.
Item 3. Description of Property
The Company currently does not have any real property and only leases its
manufacturing facility from its vice president. Its offices are located at
2046 East Murray-Holiday Road, Suite 202, Salt Lake city, Utah 84117 which are
provided on a rent free basis from the Company's president. The Company's
manufacturing facilities are located at 210 Danforth, Sun Valley, Nevada
89433. The Company leases approximately 500 feet of manufacturing space. The
monthly lease rental is $400. The Company believes its current office and
manufacturing space is adequate for current and future needs.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the number of shares of the Company's
Common Stock, par value $0.001, held by each person who is believed to be the
beneficial owner of 5% or more of the 1,023,000 shares of the Company's common
stock outstanding at April 1, 1999, based on the Company's transfer agent's
list, representations and affidavits from shareholders and beneficial
shareholder lists provided by the Depository Trust and securities broker
dealers, and the names and number of shares held by each of the Company's
officers and directors and by all officers and directors as a group.
<PAGE>
<PAGE> 7
Title of Name and Address Amount and Nature of Percent
Class Of Beneficial Owner Beneficial Ownership of Class
- -------- ------------------- --------------------- --------
Principal Shareholders
- ----------------------
Common Joe D. Thomas 500,000 33.33%
210 Danforth
Sun Valley, Nevada 89431
Officers, Directors and Nominees
- --------------------------------
Common Joe D. Thomas, President
and Director ---------See Above---------
Common Wayne Hallibuton 30,000 2.93%
All Officers, Directors, and
Nominees as a Group (2 Persons) 530,000 51.81%
- --------------------------------
Item 5. Directors, Executive Officers, Promoters and Control Persons
The names of the Company's executive officers and directors and the
positions held by them are set forth below:
Name Position
- ---- --------
Joe D. Thomas President, Secretary, Treasure and
Director
Wayne Halliburton Vice President and Director
The term of office of each director is one year and until his successor
is elected at the Company's annual shareholders' meeting and is qualified,
subject to removal by the shareholders. The term of office for each officer
is for one year and until a successor is elected at the annual meeting of the
board of directors and is qualified, subject to removal by the board of
directors.
Biographical Information
- ------------------------
Set forth below is certain biographical information with respect to each
of the Company's officers and directors.
Joe D. Thomas, age 43, is the president, chief executive officer,
secretary, treasure and director of the Company. Mr. Thomas since June 1992
has been the owner and president of Intermountain Mortgage Company located in
Park City, Utah which specialized in residential loans. Prior to starting
Intermountain Mortgage Company, Mr. Thomas was the chief financial officer for
Rightfit Sports from September 1991 to June 30, 1992. For eight years prior
to joining Rightfit Sports, Mr. Thomas work in his own CPA firm in Salt Lake
City, Utah. Mr. Thomas began his professional career with the accounting firm
of Touche Ross. Mr. Thomas graduated from Westminister College in Salt Lake
City, Utah with a B.S. degree in 1976 and from the University of Utah with an
M.B.A. in 1979.
Wayne Halliburton, age 42, is vice president and director of the Company.
Mr. Halliburton since 1972 has been employed by the Reno Fire Department in
Reno, Nevada where he holds the rank of Captain. Mr. Halliburton is also
employed by Western Nevada Supply where he has worked since 1976. Mr.
Haliburton has studied welding and fire science. He has developed the
Company's barbecues.
<PAGE> 8
ITEM 6. EXECUTIVE COMPENSATION
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at December 31, 1998, the
end of the Company's last completed fiscal year):
SUMMARY COMPENSATION TABLE
- --------------------------
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ --------
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation
- ------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joe D. Thomas 1998 $1,500 -0- -0- -0- -0- -0- -0-
President and CEO 1997 $-0- -0- -0- -0- -0- -0- -0-
1996 $-0- -0- -0- -0- -0- -0- -0-
</TABLE>
Options/SAR Grants in Last Fiscal Year
- --------------------------------------
The Company has never granted options or stock appreciation rights.
Bonuses and Deferred Compensation
- ---------------------------------
None
Compensation Pursuant to Plans
- ------------------------------
The Company does not have any compensation or option plans.
Pension Table
- -------------
Not Applicable
Other Compensation
- ------------------
None
<PAGE>
<PAGE> 9
Compensation of Directors
- -------------------------
The Company does not pay any compensation to its directors other than to
reimburse them for out of pocket expenses related to directors' meetings.
Termination of Employment and Change of Control Arrangement
- -----------------------------------------------------------
There are presently nor are there anticipated any agreements regarding
change of control of the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Upon forming the Company, Mr. Thomas, the founder and president of the
Company, issued 500,000 shares of common stock for $10,000 to himself.
Item 8. Description of Securities
Description of Securities
- -------------------------
General
-------
The Company is authorized to issue twenty five million (25,000,000)
shares of capital stock, par value $0.001 per share designated as Common
Stock. There are 1,023,000 fully paid and non assessable shares of Common
Stock currently issued and outstanding as of April 1, 1999.
Common Stock
------------
The holders of Common Stock are entitled to one vote per share on each
matter submitted to a vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and, therefore, a majority of the
shares of outstanding Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any persons to the board of directors. The Company's bylaws provide that a
majority of the issued and outstanding shares of the Company constitutes a
quorum for shareholders' meetings, except with respect to certain matters for
which a greater percentage quorum is required by statute or the bylaws.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common Stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Company, the shares of Common Stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Holders of Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends. The Company seeks growth and
expansion of its business through the reinvestment of profits, if any, and
does not anticipate that it will pay dividends in the foreseeable future
<PAGE>
<PAGE> 10
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters
The Company's Common Stock is currently not quoted or listed for trading
with any exchange or market.
Since its inception, the Company has not paid any dividends on its Common
Stock, and the Company does not anticipate that it will pay dividends in the
foreseeable future.
As of April 1, 1999, the Company had 1,023,000 shares of its Common Stock
issued and outstanding held by approximately 47 shareholders.
Item 2. Legal Proceedings
The Company is not, and has not been, involved in any legal proceedings.
Item 3. Changes in and Disagreements with Accountants
The Company has not changed, nor had any disagreements with, its
independent certified accountants.
Item 4. Recent Sales of Unregistered Securities
The Company upon formation issued 500,000 shares to Joe Thomas, its
founder and president for consideration of $10,000. Subsequently, the Company
sold 523,000 shares in an offering under Rule 504 of Regulation D promulgated
by the Securities and Exchange Commission under the power granted in the
Securities Act of 1933, as amended. The Company filed a registration statement
on form U-7 in the State of Nevada for offers and sales made to Nevada
residents. The registration statement was declared effective on May 9, 1997,
by the Nevada Division of Securities. These sales were to approximately 46
persons. All sales were made in 1998.
<PAGE>
<PAGE> 11
Item 5. Indemnification of Directors and Officers
The following is a brief summary of certain indemnification provisions of
the Company's certificate of incorporation and the Nevada Revised Statutes.
This summary is qualified in its entirety by reference to the text thereof.
Section 78.751 of the Nevada Revised Statutes confers on a director or
officer an absolute right to indemnification for expenses, including
attorneys' fees, actually and reasonably incurred by him to the extent he is
successful on the merits or otherwise in defense of any action, suit, or
proceeding. This section also entitles a director or officer to partial
indemnification against expenses to the extent that he has been successful in
defending any claim, issue, or matter asserted in such proceeding. The Nevada
indemnification section further permits the corporation to indemnify officers
and directors in circumstances where indemnification is not mandated by the
statute and certain statutory standards are satisfied. The Nevada statute
expressly makes indemnification contingent upon a determination that
indemnification is proper in the circumstances. Such determination must be
made by the board of directors, the shareholders, or independent legal
counsel. Nevada law also permits a corporation, in its articles of
incorporation, bylaws, or an agreement, to pay attorneys' fees and other
litigation expenses on behalf of a corporate official in advance of the final
disposition of the action upon receipt of an undertaking by or on behalf of
the corporate official to repay such expenses to the corporation if it is
ultimately determined that he is not entitled to be indemnified by the
corporation. The corporation may also purchase and maintain insurance to
provide indemnification. The Nevada statute also provides that
indemnification authorized by the statute is not exclusive of, but is in
addition to, indemnification rights granted under a corporation's articles of
incorporation, an agreement, or pursuant to a vote of shareholders or
disinterested directors.
The certificate of the Company specifically provides that no director or
officer is personally liable to the Company for damages for breach of
fiduciary duty involving certain acts. The Company's bylaws also contain a
provision that the Company will indemnify the officers and directors for any
liability occurring during the scope of their duties as an officer or
director.
It is anticipated that the Company will indemnify its officers and
directors to the full extent permitted by the above referenced statute.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer
or controlling person in connection with the securities being registered), the
small business issuer will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by the Company is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to Section
78.751 of the Nevada Revised Statues.
<PAGE>
<PAGE> 12
PART F/S
--------
Financial Statements and Supplementary Data:
- -------------------------------------------
CONTENTS
PAGE
_ Independent Auditors' Report 13
_ Balance Sheets, December 31, 1998 14
_ Consolidated Statements of Operations for the
year ended December 31, 1998 and 1997, and
From December 18, 1996, (inception)
to December 31, 1998 15
_ Consolidated Statement of Stockholders' Equity,
from inception on December 18, 1996, through
December 31, 1998 16
_ Consolidated Statements of Cash Flows for the
year ended December 31 1998 and 1997, and
from inception on December 18, 1996, through
December 31, 1998 17
_ Notes to Consolidated Financial Statements 18
<PAGE>
<PAGE> 13
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Barbecue Capital Corp.
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheets of Barbecue Capital Corp. (a
development stage company) as of December 31, 1998 and the related statements
of operations, stockholders' equity and cash flows for the years ended
December 31, 1998 and 1997 and from inception on December 18, 1996 through
December 31, 1998.These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits 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. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Barbecue Capital Corp. (a
development stage company) as of December 31, 1998 and the results of its
operations and its cash flows for the years ended December 31, 1998 and 1997
and from inception on December 18, 1996 through December 31, 1998 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date which together raise substantial doubt
about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/Jones, Jensen & Company
Salt Lake City, Utah
March 3, 1999
<PAGE>
<PAGE> 14
BARBECUE CAPITAL CORP.
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1998
--------------
CURRENT ASSETS
Cash $ 36,250
--------------
Total Current Assets 36,250
--------------
OTHER ASSETS
Prototype (Note 6) 1,500
--------------
Total Other Assets 1,500
--------------
TOTAL ASSETS $ 37,750
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ -
--------------
TOTAL LIABILITIES -
--------------
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, authorized
25,000,000 shares; 1,023,000 shares issued
and outstanding 1,023
Additional paid-in capital 50,371
Deficit accumulated during the development stage (13,644)
--------------
Total Stockholders' Equity 37,750
--------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 37,750
==============
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 15
BARBECUE CAPITAL CORP.
(A Development Stage Company)
Statements of Operations
From
Inception on
For the December 18,
Year Ended 1996 Through
December 31, December 31,
1998 1997 1998
------------ ------------ ------------
REVENUE $ - $ - $ -
EXPENSES 13,186 458 13,644
------------ ------------ ------------
NET LOSS $ (13,186) $ (458) $ (13,644)
============ ============ ============
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
============ ============
BASIC NUMBER OF SHARES
OUTSTANDING 751,500 500,000
============ ============
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 16
BARBECUE CAPITAL CORP.
(A Development Stage Company)
Statements of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
----------- ---------- ---------- ----------
Inception, December 18, 1996 - $ - $ - $ -
Common stock issued for
cash at $.02 per share 500,000 500 9,500 -
Net loss from inception on
December 18, 1996 through
December 31, 1996 - - - -
----------- ---------- ---------- ----------
Balance, December 31, 1996 500,000 500 9,500 -
Net loss for the year ended
December 31, 1997 - - - (458)
----------- ---------- ---------- ----------
Balance, December 31, 1997 500,000 500 9,500 (458)
Common stock issued for cash at
$0.10 per share 523,000 523 51,777 -
Stock offering costs - - (10,906) -
Net loss for the year ended
December 31, 1998 - - - (13,186)
----------- ---------- ---------- ----------
Balance, December 31, 1998 1,023,000 $ 1,023 $ 50,371 $ (13,644)
=========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 17
BARBECUE CAPITAL CORP.
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
For the December 18,
Year Ended 1996 Through
December 31, December 31,
1998 1997 1998
------------ ------------ ------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (13,186) $ (458) $ (13,644)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Amortization expense 396 99 495
Increase (decrease) in accounts
payable - (495) -
------------ ------------ ------------
Net Cash Provided (Used) by
Operating Activities (12,790) (854) (13,149)
------------ ------------ ------------
CASH FLOWS FROM
INVESTING ACTIVITIES
Prototype of prototype (1,500) - (1,500)
Organization costs incurred - - (495)
------------ ------------ ------------
Net Cash Provided (Used) by
Investing Activities (1,500) - (1,995)
------------ ------------ ------------
CASH FLOWS FROM
FINANCING ACTIVITIES
Stock offering costs (3,516) (7,390) (10,906)
Issuance of common stock for cash 52,300 - 62,300
------------ ------------ ------------
Net Cash Provided (Used) by
Financing Activities 48,784 (7,390) 51,394
------------ ------------ ------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 34,494 (8,244) 36,250
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,756 10,000 -
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 36,250 $ 1,756 $ 36,250
============ ============ ============
Cash Paid For:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 18
BARBECUE CAPITAL CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
On December 18, 1996 Barbecue Capital Corp. (the Company) was incorporated
under the laws of Nevada to evaluate privately held companies whose primary
business is the holding, purchasing, mortgaging and conveying of real and
personal property.
The Company has authorized 25,000,000 shares of $0.001 par value common
stock. The Company has elected a calendar year end.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year end.
b. Income Taxes
As of December 31, 1998, the Company had a net operating loss carryforward for
federal income tax purposes of approximately $13,600 that may be used in
future years to offset taxable income. The net operating loss carryforward
will expire by 2013. The tax benefit of the cumulative carryforwards has
been offset by a valuation allowance of the same amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
d. 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
e. Organization Costs
The costs incurred with the organization of the Company were capitalized as of
December 31, 1997. During the year ended December 31, 1998, the
organizational costs were expensed.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. The Company is
seeking a merger with an existing operating company. Currently management is
committed to cover all operating and other costs until sufficient revenues are
generated.
<PAGE>
<PAGE> 19
BARBECUE CAPITAL CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 4 - STOCK TRANSACTIONS
On December 31, 1996, the Board of Directors authorized a stock issuance
totaling 500,000 shares to officers of the Company for cash consideration of
$10,000.
The Company has issued to the public, 523,000 shares of its common stock at
$0.10 per share. The costs of the stock offering of $10,906 were charged
against the proceeds of the offering.
NOTE 5 - CONSULTING AGREEMENT
On January 6, 1997 the Company signed a corporate consulting agreement with an
individual to assist in its proposed public offering. The Company paid $5,000
to the individual under the terms of the agreement.
NOTE 6 - PROTOTYPE
During the year ended December 31, 1998, $1,500 was expended to produce a
working prototype barbeque grill. The Company has subsequently begun
marketing its grill on the internet and using the prototype grill for
demonstrations.
<PAGE>
<PAGE> 20
PART III
--------
ITEM 1. INDEX TO EXHIBITS
- -------------------------
Copies of the following documents are included as exhibits to this Form
10-SB pursuant to item 601 of regulation S-B.
SEC
Exhibit Reference
No. No. Title of Document
- ------- --------- -----------------
1 3.01 Articles of Incorporation of the Company and related
Amendments
2 3.02 Bylaws of the Company
3 4.01 Specimen Stock Certificate
4 4.02 Article IV of the Articles of Incorporation (See Exhibit
No. 1)
5 27 Financial Data Schedule
<PAGE>
<PAGE> 21
SIGNATURES
------------
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunder duly authorized.
BARBECUE CAPITAL CORP.
By:/S/Joe D. Thomas, President
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by
the undersigned in the capacities and on the dates stated.
Signature Title Date
- --------- ----- ----
/S/Joe D. Thomas President, Director April 29, 1999
<PAGE> 1
Exhibit No. 1
[FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA ARTICLES OF INCORPORATION
DEC 18 1996 OF
No. C26127-96 BARBECUE CAPITAL CORP.
DEAN HELLER,
SECRETARY OF STATE]
FIRST. The name of the corporation is:
BARBECUE CAPITAL CORP.
SECOND. Its registered office in the State of Nevada is located at
7604 Delaware Bay Drive Las Vegas, Nevada 89128, that this Corporation may
maintain an office, or offices in such other place within or without the State
of Nevada as may be from time to time designated by the By-Laws of said
Corporation, and that this Corporation may conduct all Corporation business of
every kind and nature, including the holding of all meetings of Directors an
Stockholders outside the State of Nevada as well as within the State of
Nevada.
THIRD. The objects for which this Corporation is formed are: To
engage in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be
conferred upon corporations by any existing law;
(B) May at any time exercise such rights, privileges and powers,
when not inconsistent with the purposes and objects for which this corporation
is organized;
(C) Shall have power to have succession by it's corporate name for
the period limited in its certificate or articles of incorporation, and when
no period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have the power to effect litigation in its own behalf and
interest in any court of law.
(E)Shall have power to make contracts;
(F) Have power to hold, purchase and convey real and personal estate
and mortgage or leased any such real and personal estate with its franchises.
The power to hold real and legality of the document
(G) Shall have power to appoint such officers an agents as the
affairs of the corporation shall require, and to allow them suitable
compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the
transfer of its stock, the transaction of its business, and the calling and
holding of meetings of its stockholders.
(I) Shall have power to dissolve itself.
(J) Shall have power to adopt and use a common seal or stamp, and
<PAGE> 2
alter the same. The use of a seal or stamp by the corporation on any corporate
documents is not necessary. The corporation may use a seal or stamp, if it
desires, but such use or nonuse shall not in any way affect the legality of
the document;
(K) Shall have power to borrow money and contract debts when
necessary for the transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, or for any other lawful purpose of
its incorporation, to issue bonds, promissory notes, bills of exchange,
debentures, and other obligations and evidences of indebtedness payable at a
specified event or events, whether secured by mortgage, pledge or otherwise,
or unsecured, or for money borrowed, or in payment for property purchased or
acquired, of for any other lawful object;
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created
by, any other corporation or corporations of the State of Nevada, or any other
state or government, and, while owners of such stock, bonds, securities or
evidences of indebtedness, to exercise all the rights, powers and privileges
of ownership, including the right to vote, if any;
(M) Shall have power to purchase, hold, sell and transfer shares of
its own capital stock and use therefor capital, capital surplus, surplus, or
other property or fund;
(N) Shall have power to conduct business, have one or more offices
and hold, purchase mortgage and convey real and personal property in the State
of Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and foreign
countries
(O) Shall have power to do all and everything necessary and proper
for the accomplishment of the objects enumerated in it's certificate or
articles of incorporation, or any amendment thereof, or necessary or
incidental to the protection and benefit of the corporation, and, in general
to carry on any lawful business necessary or incidental to the attainment of
the objects of the corporation, whether or not such business is similar in
nature to the objects set forth in the certificate or articles of
incorporation of the corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited,
or joint ventures in connection with any lawful activities
FOURTH. The aggregate number of shares the corporation shall have
authority to issue shall be TWENTY FIVE MILLION (25,000,000) shares of common
stock, par value one mil ($.001) per share, each share of common stock having
equal rights and preferences, voting privileges and preferences
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
<PAGE>
<PAGE> 3
The name and post office of the first Board of Directors shall be one(l) in
number and listed as follows:
Name Address
---- -------
Stanley K. Stilwell 7604 Delaware Bay Drive
Las Vegas, Nevada 89128
SIXTH. The capital stock, after the amount of the subscription price,
or par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
Name Address
---- -------
Stanley K. Stilwell 7604 Delaware Bay Drive
Las Vegas, Nevada 89128
EIGHTH. The resident agent for this corporation shall be:
STANLEY K. STILWELL
The address of said agent, and the registered or statutory address of this
corporation in the state of Nevada shall be:
7604 Delaware Bay Drive
Las Vegas, Nevada 89128
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the stockholders, to make,
alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above it's
capital stock paid in, to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one
(1) or more committees, each committee to consist of one (1) or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
the By-Laws of the Corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation. Such committee, or committees shall have such name, or names as
may be stated in the By-Laws of the Corporation, or as may be determined from
time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the stockholders
holding stock entitling them to exercise at least a majority of the voting
power given at a stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of the
voting stock issued and outstanding, the Board of Directors shall have power
and authority at any meeting to sell, lease or exchange all of the property
and assets of the Corporation, including it's goodwill and it's franchises,
upon such terms and conditions as it's Board of Directors deems expedient and
for the best interests of the Corporation.
<PAGE> 4
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or
other securities convertible into stock may be issued or disposed of by the
Board of Directors to such persons and on such terms as in it's discretion it
shall deem advisable.
TWELFTH. No director or officer of the Corporation shall be
personally liable to the Corporation or any of it's stockholders for damages
for breach of fiduciary duty as a director or officer involving any act or
omission of any such director or officer; provided however that the foregoing
provision shall not eliminate or limit the liability of a director or officer
( i ) for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or ( ii ) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of
this Articles by the stockholders of the Corporation shall be prospective only
and shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts or omissions to such repeal or
modification.
THIRTEENTH. This Corporation reserves the right to amend, alter,
change or repeal any provision contained in the Articles of Incorporation, in
the manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation
I, THE UNDERSIGNED, being the Incorporator herein before named for the
purpose of forming a Corporation pursuant to the General Corporation Law of
the State of Nevada do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set my hand this 18th day of December.
/s/Stanley K. Stilwell
STATE OF NEVADA )
:ss.
COUNTY OF CLARK )
On this the 18th day of Dec, 1996, in Las Vegas, Nevada, before me, the
undersigned a Notary Public in and for _____________, State of Nevada
personally appeared Stilwell, Stanley, known to me to be the person whose name
is subscribed to the foregoing document and acknowledged to me that he
executed the same.
[NOTARY PUBLIC
County of Clark /s/Emelita A. Murray, Notary Public
EMELITA MURRAY
My Appointment Expires July 23, 1997]
1. Stanley K Stilwell, hereby accept as Resident Agent for the previously
named Corporation.
Dated: 12/18/96 /s/Stanley K. Stilwell
<PAGE> 1
Exhibit No. 2 BYLAWS
OF
BARBECUE CAPITAL CORP.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation
shall be located in the City of Las Vegas, Nevada, Clark County, State of
Nevada.
SECTION 2. OTHER OFFICES. In addition to the principal office at 7604
Delaware Bay Drive, Las Vegas, Nevada, other offices may also be maintained at
such other place or places, either within or without the State of Nevada, as
may be designated from time to time by the Board of Directors, where any and
all business of the Corporation may be transacted, and where meetings of the
stockholders and of the Directors may be held with the same effect as though
done or held at said principal office.
ARTICLE II
MEETING OF THE STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholder,
commencing with the year 1996 shall be held at the registered office of the
corporation, or at such other place as may be specified or fixed in the notice
of said meetings in the month of or the month preceding the due date of the
annual list of the officers and directors of the corporation at such time as
the shareholders shall decide, for the election of directors and for the
transaction of such other business as may properly come before said meeting.
SECTION 2. NOTICE OF ANNUAL MEETING. The Secretary shall mail, in the
manner provided in Section 5 of Article II of these Bylaws, or deliver a
written or printed notice of each annual meeting to each stockholder of
record, entitled to vote thereat, or may notify by telegram, at least ten and
not more than sixty (60) days before the date of such meeting.
SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate any
place either within or without the State of Nevada as the place of meeting for
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all stockholders may designate any place either
within or without the State of Nevada, as the place for holding of such
meeting If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office Corporation in the
State of Nevada, except as otherwise provided in Section 6, Article II of
these Bylaws, entitled "Meeting of All Stockholders"
SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders shall
be held at the principal office of the Corporation or at such other place as
shall be specified or fixed in a notice hereof Such meetings of the
stockholders may be called at any time by the President or Secretary, or by a
majority of the Board of Directors then in office, and shall be called by the
President with or without Board approval on the written request of the holders
of record of at least fifty percent (50%) of the number of shares of the
Corporation then outstanding and entitled to vote, which written request shall
state the object of such meeting.
SECTION 5. NOTICE OF MEETING Written or printed notice stating the place,
day and hour of the meeting and, in case of special meeting, the purpose for
which the meeting is called, shall be delivered not less than ten (10) nor
more than sixty (60) days before the date of the meeting, either personally or
<PAGE> 2
by mail, by or at the direction of the President or the Secretary to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his/her address as it appears on the records
of the Corporation. with postage prepaid.
Any stockholder may at any time, by duly signed statement in writing to
that effect, waive any statutory or other notice of any meeting, whether such
statement by signed before or after such meeting.
SECTION 6. MEETING OF ALL STOCKHOLDERS. If all the stockholders shall
meet at any time and place, either within or without the State of Nevada, and
consent to the holding of the meeting at such time and place, such meeting
shall be valid without call or notice and at such meeting any corporate action
may be taken.
SECTION 7. QUORUM. At all stockholder's meetings, the presence in person
or by proxy of the holders of a majority of the outstanding stock entitled to
vote shall be necessary to constitute a quorum for the transaction of
business, but a lesser number may adjourn to some future time not less than
seven (7) nor more than twenty-one (21) days later, and the Secretary shall
thereupon give at least three (3) days' notice by mail to each stockholders
entitled to vote who is absent from such meeting.
SECTION 8. MODE OF VOTING. At all meetings of the stockholders the voting
may be voice vote, but any qualified voter may a stock vote whereupon such
stock vote shall be taken by ballot, each of which shall state the name of the
stockholder voting and the number of shares voted by him/her and, if such
ballot be cast by proxy, it shall also state the name of such proxy: provided.
however, that the mode of voting prescribed by statute for any particular case
shall be in such case followed.
SECTION 9. PROXIES. At any meeting of the stockholders, any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument
in writing. In the event any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of
the persons so designated unless the instrument shall otherwise provide. No
such proxy shall be valid after the expiration of six (6) months from the date
of its execution, unless coupled with an interest, or unless the person
executing it specified therein the length of time for which it is to continue
in force. which in no case shall exceed seven (7) years from the date of its
execution. Subject to the above, any proxy duly executed is not revoked and
continues in full force and effect until any instrument revoking it or duly
executed proxy bearing a later date is filed with the Secretary of the
Corporation. At no time shall any proxy be valid which shall be filed less
than ten (10) hours before the commencement of the meeting.
SECTION 10. VOTING LISTS. The officer or agent in charge of the transfer
books for shares of the corporation shall make, at least three (3) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order with the number of shares
held by each, which list for a period of two (2) days prior to such meeting
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any stockholder at any time during the whole time of
the meeting. The original share ledger or transfer book, or duplicate thereof,
kept in this state, shall be prima facie evidence as to who are the
<PAGE> 3
stockholders entitled to examine such list or share ledger or transfer book or
to vote at any meeting of stockholders.
SECTION 11. CLOSING TRANSFER BOOKS OR FIXING OR RECORD DATE. For the
purpose of determining stockholders entitled to notice or to vote for any
meeting of stockholders, the Board of Directors of the Corporation may provide
that the stock transfer books be closed for a stated period but not to exceed
in any case sixty (60) days before such determination. If the stock transfer
books be closed for the purpose of determining stockholders entitled to notice
of a meeting of stockholders, such books shall be closed for at least fifteen
(15) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date in any case
to be not more than sixty (60) days, not less than ten (10) days prior to the
date on which the particular action, requiring such determination of
stockholders, is to be taken. If the stock transfer books are not closed and
no record date is fixed for determination of stockholders entitled to notice
of meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record of date for such
determinations of shareholders.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation. domestic or foreign, may be voted by such officer
agent or proxy as the Bylaws of such corporation by prescribe, or, in the
absence of such provisions, the Board of Directors of such corporation may
determine.
Shares standing in the name of deceased person may be voted by his/her
administrator or executor, either in person or by proxy. Shares standing in
the name of the guardian, conservator or trustee may be voted by such
fiduciary either in person or by proxy, but no guardian, conservator or
trustee shall be entitled, as such fiduciary, to vote shares held by him
without a transfer of such shares into his/her name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court at which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this corporation shall not voted.
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
SECTION 13. INFORMAL ACTION BY STOCKHOLDERS. Any action is required to be
taken at a meeting of the stockholders or any other action which may be taken
at a meeting of the stockholders except the election of directors may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the stockholders entitled to vote with respect to
the subject matter thereof.
<PAGE> 4
SECTION 14. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one (l) vote upon each matter submitted to vote at a
meeting of stockholders.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The Board of Directors shall have the control
and general management of the affairs and business of the Corporation. Such
directors shall in all cases act as Board, regularly convened, by a majority,
and they may adopt such rules and regulations for the conduct of their
meetings and the management of the Corporation, as they may deem proper, not
inconsistent with these Bylaws, Articles of Incorporation and the laws of the
State of Nevada. The Board of Directors shall further have the right to
delegate certain other powers to the Executive Committee as provided in these
Bylaws.
SECTION 2. NUMBER OF DIRECTORS. The affairs and business of this
Corporation shall be managed by a Board of Directors consisting of not less
than one (1) or more than seven (7), until changed by amendment to these
Bylaws adopted by the shareholders amending this Section 2, Article III, and
except as authorized by the Nevada Revised Statutes, there shall in no event
be less than one (1) Director.
SECTION 3. ELECTION. The Directors of the Corporation shall be elected at
the annual meeting of the stockholders except as hereinafter otherwise
provided for the filling of vacancies. Each Director shall hold office for a
term of one (1) year and until his successor shall have duly chosen and shall
have qualified, or until his death, or until he shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 4. VACANCIES IN THE BOARD. Any vacancy in the Board of Directors
occurring during the year through death, resignation, removal or other cause,
including vacancies caused by an increase in the number of directors, shall be
filled for the unexpired portion they constitute a quorum, at any special
meeting of the Board called for that purpose, or at any regular meeting
thereof; provided, however, that in the event the remaining directors do not
represent a quorum of the number set forth in Section 2 hereof, a majority of
such remaining directors may elect directors to fill any vacancies.
SECTION 5. DIRECTORS MEETINGS. Annual meeting of the Board of Directors
shall be held each year immediately following the annual meeting of the
stockholders. Other regular meetings of the Board of Directors shall from time
to time by resolution be prescribed. No further notice of such annual or
regular meeting of the Board of Directors need be given.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or any Director. The
person or persons authorized to call meetings of the Board of Directors may
fix any place, either within or without the State of Nevada, as the place for
holding any special meeting of the Board of Directors called by them.
SECTION 7. NOTICE. Notice of any special meeting shall be given at least
twenty-four (24) hours previous thereto by written notice if personally
delivered, or five (5) days previous thereto if mailed to each Director at his
business address, or by telegram. If mailed, such notice shall be deemed to
have been delivered when deposited in the United States mail so addressed with
<PAGE> 5
postage thereon prepaid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph
company. Any Director may waive notice of any meeting. The attendance of a
Director at any meeting shall constitute a waive of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened.
SECTION 8. CHAIRMAN. At all meetings of the Board of Directors, the
President shall serve as Chairman, or in the absence of the President, the
Directors present shall choose by majority vote a Director to preside as
Chairman.
SECTION 9. QUORUM AND MANNER OF ACTING. A majority of Directors, whose
number is designated in Section 2 herein, shall constitute a quorum for the
transaction of business at any meeting and the act of a majority of the
Directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a quorum, the majority of the
Directors present may adjourn any meeting from time to time until a quorum be
had. Notice of any adjourned meeting need not be given. The Directors shall
act only as a Board and the individual Directors shall have no power as such.
SECTION 10. REMOVAL OF DIRECTORS. Any one or more of the Directors may be
removed either with or without cause at any time by the vote or written
consent of the stockholders representing not less than two-thirds (2/3) of the
issued and outstanding capital stock entitled to voting power.
SECTION 11. VOTING. At all meetings of the Board of Directors, each
Director is to have one (1) vote, irrespective of the number of shares of
stock that he may hold.
SECTION 12. COMPENSATION. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any of attendance of each meeting of
the Board, and may be paid a fixed sum for attendance at meetings or a stated
salary of Directors. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
SECTION 13. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the action unless his/her dissent shall be entered in the minutes of the
meeting or unless he/she shall file his/her written dissent to such action
with the person acting as the Secretary of the meeting before the adjournment
thereof or shall file forward such dissent by certified or registered mail to
the Secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Director who voted in
favor of such action.
ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1. NUMBER AND ELECTION. The Board of Directors may, in its'
discretion, appoint from it's membership an Executive Committee of one (l) or
more Directors, each to serve at the pleasure of the Board of Directors.
SECTION 2. AUTHORITY. The Executive Committee is authorized to take any
action which the Board of Directors could take, except that the Executive
Committee shall not have the power either to issue or authorize the issuance
<PAGE> 6
of shares of capital stock, to amend the Bylaws, or a resolution of the Board
of Directors. Any authorized action taken by the Executive Committee shall be
as effective as if it had been taken by the full Board of Directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Executive Committee
may be held within or without the State of Nevada at such time and place as
the Executive Committee may provide from time to time.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Executive Committee
may be called by or at the request of the President or any member of the
Executive Committee.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least
one (1) day previous thereto by written notice, telephone, telegram or in
person. Neither the business to be transacted, nor the purpose of a regular or
special meeting of the Executive Committee need be specified in the notice of
waiver of notice of such meeting. A member may waive notice of any meeting of
the Executive Committee. The attendance of a member at any meeting shall
constitute a waiver of notice of such meeting, except where a member attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
SECTION 6. QUORUM. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting of
the Executive Committee: provided that if fewer than a majority of the members
are present at said meeting a majority of the members present may adjourn the
meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the members
present at a meeting at which a quorum is present shall be the act of the
Executive Committee, and said Committee shall keep regular minutes of it's
proceedings which shall at all times be open for inspection by the Board of
Directors.
SECTION 8. PRESUMPTION OF ASSENT. A member of the Executive Committee who
is present at a meeting of the Executive Committee at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the action taken unless his/her dissent shall be entered in the minutes of the
unless he/she shall file his written dissent to such action with the person
acting as Secretary of the meeting before the adjournment thereof, or shall
forward such dissent by certified or registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a member of the Executive Committee who voted in
favor of such action.
ARTICLE V OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a President,
Vice President a Treasurer and a Secretary and such other or subordinate
officers as the Board of Directors may from time to time elect. One (l) person
may hold the office and perform the duties of one or more of said officers. No
officer need to a member of the Board of Directors.
SECTION 2. ELECTION. TERM OF OFFICE, QUALIFICATIONS. The officers of the
Corporation shall be chosen by the Board of Directors and they shall be
elected annually at the meeting of the Board of Directors held immediately
after each annual meeting of the stockholders except as hereinafter otherwise
provided for filling vacancies. Each officer shall hold his/her office until
<PAGE> 7
his/her successor has been duly chosen and has qualified, or until his/her
death, or until he/she resigns or has been removed in the manner hereinafter
provided.
SECTION 3. REMOVALS. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors at any time
whenever in its' judgment the best interests of the Corporation would be
served thereby, and such removal shall be without prejudice to the contract
rights, if any, or the person so removed.
SECTION 4. VACANCIES. All vacancies in any of office shall be filled by
the Board of Directors without undue delay, at any regular meeting, or at a
meeting specially called for that purpose.
SECTION 5. PRESIDENT. The President shall be the Chief Executive Officer
of the Corporation and shall have general supervision over the business of the
Corporation and over its' several officers however, to the control of the
Board of Directors. He/she may sign, with the Treasurer or with the Secretary
or any other proper officer of the Corporation thereunto authorized by the
Board of Directors, certificates for shares of the capital stock of the
Corporation; may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments authorized by the Board of
Directors, except in cases where signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation: and in general shall perform all duties
incident to the duties of the President, and such other duties as from time to
time may be assigned to him/her by the Board of Directors.
SECTION 6. VICE PRESIDENT. The Vice President shall in the absence or
incapacity of the President' or as ordered by the Board of Directors, perform
the duties of the President, or such other duties or functions as may be given
to him by the Board of Directors from time to time.
SECTION 7. TREASURER. The Treasurer shall have the care and custody of
all the funds and securities of the Corporation and deposit the same in the
name of the Corporation in such bank or trust company as the Board of
Directors may designate, he may sign or countersign all checks, drafts and
orders for the payment of money and may pay out and dispose of same under the
direction of the Board of Directors, and may sign or countersign all notes or
other obligations of indebtedness of the Corporation; he/she: may sign with
the President or Vice President, certificates for shares of stock of the
Corporation; he/she shall at all reasonable times exhibit the books and
accounts to any director or stockholder of the Corporation under application
at the office of the Company during business hours; and he/she shall, in
general, perform all duties as from time to time may be assigned to him/her by
the President or by the Board of Directors. The Board of Directors may at its
discretion require that each officer authorized to disburse the funds of the
Corporation be bonded in such amount as it may deem adequate.
SECTION 8. SECRETARY. The Secretary shall keep the minutes of the
meetings of the Board of Directors and also the minutes of the meetings of the
stockholders; he/she shall attend to the giving and serving of all notices of
the Corporation and shall affix the seal of Corporation to all certificates of
stock, when signed and countersigned by the duly authorized officers; he/she
may sign certificates for shares of stock of the Corporation; he/she may sign
or countersign all checks, drafts and orders for the payment of money; he/she
shall have charge of the certificate book and such other books and papers as
the Board may direct; he/she shall keep a stock book containing the names
alphabetically arranged, all persons who are stockholders of the Corporation,
<PAGE> 8
showing their places of residence, the number of shares held by them
respectively, the time when they respectively became the owners thereof, and
the amount paid thereof: and he/she shall in general, perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him/her by the President or by the Board of Directors.
SECTION 9. OTHER OFFICERS. The Board of Directors may authorize and
empower other persons or other officers appointed by it to perform the duties
and functions of the officers specifically designated above by special
resolution in each case.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant
Treasurers shall respectively, as may be required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine. The Assistant
Secretaries as thereunto authorized by the Board of Directors may sign with
the President or Vice President certificates for shares of the capital stock
of the Corporation, issued of which shall have been authorized by resolution
of the Board of Directors. The Assistant Treasurers and Assistant Secretaries
shall, in general, perform such duties as may be assigned to them by the
Treasurer or the Secretary respectively, or by the President or by the Board
of Directors.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter stated otherwise, the Corporation shall indemnify
all of its' officers and directors, past, present and future, against any and
all expenses incurred by them, and each of them including but not limited to
legal fees, judgments and penalties which may be incurred, rendered or levied
in any legal action brought against any or all of them for or on account of
any act or omission alleged to have been committed while acting within the
scope of their duties as officers or directors of this Corporation.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
agent or agents to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its' name
unless authorized by the Board of Directors or approved by loan committee
appointed by the Board of Directors and charged with the duty of supervising
investments Such authority may be general or confined to specific instances
SECTION 3. CHECKS, DRAFTS, ETC. A check, draft or other orders for
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolutions of the Board of Directors
SECTION 4. DEPOSITS All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
<PAGE> 9
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATE FOR SHARES. Certificates for shares of stocks of
the Corporation shall be in such form as shall be approved by the
incorporators or by the Board of Directors The certificates shall be numbered
in the order of their issue, shall be signed by the President or Vice
President and by the Secretary or the Treasurer, or by such other person or
officer as may be designed by the Board of Directors; and the seal of the
Corporation shall be affixed thereto, which said signatures of the duly
designated officers and of the seal of the Corporation. Every certificate
authenticated by a facsimile of such signatures and seal must be countersigned
by a Transfer Agent to be appointed by the Board of Directors, before issuance
SECTION 2. TRANSFER OF STOCK. Shares of the stock of the Corporation may
be transferred by the delivery of the certificate accompanied either by an
assignment in writing on the back of the certificate or by written power of
attorney to sell, assign, and transfer the same on the books of the
Corporation, signed by the person appearing by the certificate to the owner of
the shares represented thereby, together with all necessary federal and state
transfer tax stamps affixed and shall be transferable on the books of the
Corporation upon surrender thereof so signed or endorsed. The person
registered on the books of the Corporation as the owner of any shares of stock
shall be entitled to all rights of ownership with respect to such shares.
SECTION 3. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient not inconsistent with the Bylaws or with
the Articles of Incorporation, concerning the issue, transfer and registration
of the certificates for shares of stock of the Corporation. It may appoint a
transfer agent or registrar of transfers, or both, and it may require all
certificates to bear the signature of either or both.
SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the issue thereof, require
the owner of such lost or destroyed certificate or certificates, or his/her
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
ARTICLE IX
DIVIDENDS
SECTION 1. The Corporation shall be entitled to treat the holder of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as expressly provided by the laws of Nevada.
SECTION 2. Dividends on the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
SECTION 3. The Board of Directors may close the transfer books in its
discretion for a period not exceeding fifteen (15) days preceding the date
<PAGE> 10
fixed for holding any meeting, annual or special of the stockholders or the
day appointed for the payment of a dividend.
SECTION 4. Before payment of any or making any distribution of of there
may be set aside out of funds of the Corporation available for dividends, such
sum or sums as the Directors may from time to time, in their absolute
discretion think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any such other purpose as the Directors shall think
conducive to the interest of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate Seal which shall be in
the form of a circle and shall bear the full name of the Corporation, the year
of its incorporation and the words " Corporate Seal, State of Nevada."
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of December
of each year.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these Bylaws, or under the laws of the State of Nevada, or under the
provisions of the Articles of Incorporation, a waiver in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any regular or special meeting of the stockholders by a vote of the
stockholders owning a majority of the shares and entitled to vote thereat.
These Bylaws may also be altered, amended or repealed and new Bylaws may be
adopted at any regular or special meeting of the Board of Directors of the
Corporation (if notice of such alteration or repeal be contained in the notice
of such special meeting) by a majority vote of the Directors present at the
meeting at which a quorum is present, but any such amendment shall not be
inconsistent with or contrary to the provision of any amendment adopted by the
stockholders.
KNOW ALL MEN BY THESE PRESENTS that the undersigned, being the Secretary
of BARBECUE CAPITAL CORP., a Nevada corporation hereby acknowledges that the
above and foregoing Bylaws were duly adopted as the Bylaws of said Corporation
on December 30th, 1996.
IN WITNESS WHEREOF, I hereunto subscribe my name this 30th day of December,
1996.
/S/Stanley K. Stilwell, DIRECTOR /S/Joe D. Thomas, PRES/SEC/TREAS DIRECTOR
Exhibit No. 3 - SPECIMEN STOCK CERTIFICATE
Number Shares
XXX XXXXXX
CUSIP NO. 067084103
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA December 18th, 1996
BARBECUE CAPITAL CORP.
COMMON STOCK 25,000,000 AUTHORIZED .001 PAR VALUE
This Certifies that [SPECIMEN] is the
registered holder of ***VOID*** Shares
transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed
this ________ day of ________________ A.D. 19____
/s/------VOID--------------- /s/-----VOID---------------
Secretary Chairman
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0
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