SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A
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GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant To Section 12(b) or (g) of the Securities Exchange Act of 1934
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DP Charters, Inc.
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Nevada 88-0381258
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Dana Point CA 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-9561
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Class-A Common Voting Equity Stock
27,656,000 Shares Issued and Outstanding
The EXHIBIT INDEX is located at page 23 of this Registration Statement
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PART I
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Unnumbered Item: Introduction
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for submission for quotation on
the Over the Counter Bulletin Board, often called "OTCBB". This Registrant's
common stock is not presently quoted on the OTCBB. The Registrant's common stock
is qualified for listing over the counter in the "Pink Sheets"; however the
Registrant does not believe that any of its shares ever traded in brokerage
transactions. The requirements of the OTCBB are that the financial statements
and information about the Registrant be reported periodically to the Commission
and be and become information that the public can access easily. This issuer
wishes to report and provide disclosure voluntarily, and will file periodic
reports in the event that its obligation to file such reports is suspended under
the Exchange Act. If and when this 1934 Act Registration is effective and clear
of comments by the staff, this issuer will be eligible for consideration for the
OTCBB upon submission of one or more NASD members for permission to publish
quotes for the purchase and sale of the shares of the common stock of the
issuer.
This Registrant may be the subject of a "Reverse Acquisition". A reverse
acquisition is the acquisition of a private ("Target") company by a public
("Issuer") company, by which the private company's shareholders acquire control
of the public company. While no negotiations are in progress, and no potential
targets have been identified, the business plan of this Registrant is to find
such a target or targets, and attempt to acquire them for stock. While no such
arrangements or plans have been adopted or are presently under consideration, it
would be expected that a reverse acquisition of a target company or business
would be associated with some private placements and/or limited offerings of
common stock of this Registrant for cash. Such placements, or offerings, if and
when made or extended, would be made with disclosure and reliance on the
businesses and assets to be acquired, and not upon the present condition of this
Registrant.
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Item 1. Description of Business.
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(a) Business Development.
(1) Form and Year of Organization. This Corporation ("the Registrant") was
duly incorporated in Nevada on December 18, 1997, as DP Charters, Inc., with the
intention of initiating a charter yacht service from the Dana Point Harbor,
Orange County, California. The Registrant later expanded its business plan to
include the organization of SCUBA dive tours at various world locations. After
some unsuccessful efforts to launch operations, the original business plan was
abandoned, on or about May 15, 1999.
During October, November and December of 1997, the conceptual idea of
establishing a charter boat operation in Southern California was discussed among
the Registrant's Management, and with various friends and acquaintences. The
decision to form a company to be funded by those in disussion was taken, based
upon the expressed desire of the those founders to fund the Registrant
initially, pursuant to a private placement in reliance on Rule 504. The formal
funding by founders was memorialized about January of 1998.
Specifically, 20,000,000 shares were issued at par value to the Principal
Shareholder, pursuant to ss.4(2) of the Securities Act of 1933. 6,400,000 shares
(with warrants) were placed among 19 accredited investors, purusant to
Regualtion D, Rule 504, promulgated by the Commission pursuant to ss.3(b) of the
1933 Act. All warrants have expired or been cancelled and are no longer of any
further force or effect. Thereafter, in January and April 1999, 6,000 shares and
1,2500 shares, respectively, were
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placed pursuant to Rule 504, in each case to a single sophisticated and
knowledgable investor. Each of the foregoing issuances were made, were
applicable, to specific exemptions from registraion pursuant to Stat Law. In the
judgement of Management, there is no unresolved issue or potential issue of
non-compliance with State Laws or regualtion.
The Registrant had ambitious plans, at that time, to network through travel
agencies, upon observing that none of the notable competitors were so networked.
The Registrant's plans included the development networking with firms marketing
tour packages or tour clubs, firms which could utilize the Registrant's charter
services as a value-added supplement to their Southern California operations.
Emphasis was to be placed on identifying easy access to Dana Point Harbor,
twenty minutes from Orange County Airport, one hour from San Diego Airport or
from Los Angeles International Airport. Arrangements with Dana Point were
investigated and the feasablity of its use determeined. Management further
planned to make its services known to the American Association of Retired
Persons, which organization accounts nearly 500,000 members touring Southern
California during the off-season. Plans were made to join the Dana Point Chamber
of Commerce, which would provide a cost-free listing in the California tourism
magazine and information data-base, with circulation of just under one million
copies in six countires and automatic posting with all major hotels throughout
the State of California. Plans were made for an Internet web-page, liked to that
of Dana Point Chamber of Commerce.
All of these intentions, and the best laid plans of Management, were
dependant, however, upon securing boats and/or paticipating boat owners or
providers, so that the services could be offered.
On or about March 5, 1998 and continuing through September, tentative
arrangements were reached to acquire boats form a provider in Norway, which had
acquired them in forclosure of lien, but had no profitable operation in which to
use them. The concept was to acquire the boats for stock, but the arrangement
called for the common stock of the Registrant's acheiving acceptance for
quotation on the OTC Bulletin Board. During 1998, the Registrant paid a
consulting fee to the Norwegian group for a joint marketing, advertising and
referral program to bring northern European tourists to Southern California's
sport fishing market. During 1998 arrangements were made with SCUBA diving tour
group leaders in Florida and Mexico, for possible dive tours in the Florida
Keyes, the Great Barrier Reef of Australia, the Island of Cozumel off the
Yucatan Peninsula of Mexico, and the seas off Egypt.
By the end of June, 1998, the Registrant's then current unaudited financial
statements, indicated a net loss from operations of $155,544.00, $102,470.00 of
which represted consuting fees directed to Norway. The Registrant's ability to
launch was yet dependent upon OTC Bulletin Board acceptance, and comments
between the NASD Staff and NASD submitting members were on-going. Delay due to
NASD Commenting period, for start-up companies was not deemed unusual by
management, but shortly before the review of the last set of Comments, NASD
changed its rules for acceptablility, for new applicatant submitters, to the
effect that the class of common stock to be quoted must have been registered
under the Securites Exchange Act of 1934 Act, or the Company must have made an
offering under the Securities Act of 1933, such that the applicant have a
Commission file number and actually file and remain current in filing its
financial statements with the Commission, and be accessable to the public.
Accordingly, NASD responded to the final set of Comments by qualifying the
Registrant's common stock for quotation on the Pink Sheets, but not on the
OTCBB.
As a result of the poor timing of events, from the Registrant's point of
view, the Registrant was unable to consummate the acquisition of the boats and
was forced to abandon its original business plan.
This Registrant was not a "Blank Check Company", commonly called a "Blind
Pool", as referred to in either Rule 419 or Rule 504, at the time its founders
or others purchased or acquired the outstanding securities of this Registrant.
After abandoning its business plan, it became a company
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whose business plan was to find a profitable business compbination. As a
practical matter, the Registrant is required to register its common stock
pursuant to ss.12(g) of the 1934 Act, and to pursue acceptance for quotation on
the OTCBB if it is to have any chance to compete in with other issuers or
registrants, for business combinations by reverse acquisition. Substantially all
of its non-affiliate owned shares have become or were from issuance free of
restriction in conformity with Rule 144, and might be resold in brokerage
transactions, in compliance with that Rule, if and when the common stock of this
Registrant might become qualified for quotation and trading on the OTCBB. There
are no lock-up or shareholder pooling agreements between or among shareholders
of this Registrant. All shares are owned and controlled independently by the
persons to whom they are issued. This Registrant has no Internet address.
(2) Bankruptcy, Receivership or Similar Proceeding. None from inception to
date.
(b) Business of the Registrant. The Registrant has no present business or
business plan. It is a potential candidate for business combination, most likely
in the form of a reverse acquisition or similar transaction.
Consultants. This Registrant has only a single consutltant, namely its the
United States subsidiary of its pricipal shareholder, Intrepid International
Ltd., a Nevada Corporation. Information about the Principal Shareholder, and its
Nevada United States subsidiary is found later in this Registration Statment.
The U.S. management of that subsidiary serves as the management of this
Registrant. No other consultants are presently engaged nor are there any plans
to retrain any consultants currently or for the foreseeable future. The
Norweigan consutltants previously mentioned were specific to the previous
business plan, no abandoned, and maintain no relationship to the Registrant or
any of its affiliates. It is, of course, conceivable that should a target
business be acquired, one or more consultants may be sought out by the
management of the acquired entity, following a change of control. As of this
time, there is no basis upon which Management could base anything more than mere
speculation as to what manner of consultant, what critera for seeking or
selecting consutltants, or what term of service any such consultant might
require; for the reason that all such consideration would be matters before the
Management of the Registrant only after a change of control which would result
from a reverse acquisition.
Limited Scope and Number of Possible Acquisitions: The Company does not
intend to restrict its consideration to any particular business or industry
segment, and the Company may consider, among others, finance, brokerage,
insurance, transportation, communications, research and development, service,
natural resources, manufacturing or high-technology. Of course, because of the
Company's limited resources, the scope and number of suitable candidate business
ventures available will be limited accordingly, and most likely the Company will
not be able to participate in more than a single business venture. Accordingly,
it is anticipated that the Company will not be able to diversify, but may be
limited to one merger or acquisition because of limited financing. This lack of
diversification will not permit the Company to offset potential losses from one
business opportunity against profits from another. To a large extent, a decision
to participate in a specific business opportunity may be made upon management's
analysis of the quality of the other firm's management and personnel, the
anticipated acceptability of new products or marketing concepts, the merit of
technological changes and numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective criteria. In
many instances, it is anticipated that the historical operations of a specific
firm may not necessarily be indicative of the potential for the future because
of the necessity to substantially shift a marketing approach, expand operations,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the management of a business
opportunity to identify such problems and to implement, or be primarily
responsible for the implementation of, required changes. Because the Company may
participate in a business opportunity with a newly organized firm or with a firm
which is entering a new phase of growth, it should be emphasized that the
Company may incur further risk
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due to the failure of the target's management to have proven its abilities or
effectiveness, or the failure to establish a market for the target's products or
services, or the failure to prove or predict profitability.
Loan Financing not anticipated. There are no foreseeable circumstances
underwhich loan financing will be sought or needed during Registrant's present
development stage.
Reporting under the 1934 Act. Following the effectiveness of this 1934 Act
Registration of the common stock of this Registrant, certain periodic reporting
requirements will be applicable. First and foremost, a 1934 Registrant is
required to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end of its fiscal year. The key element of such annual filing is Audited
Financial Statement prepared in accordance with standards established by the
Commission. A 1934 Act Registrant also reports on the share ownership of
affiliates and 5% owners, inititally, currently and annually. In addition to the
annual reporting, a Registrant is required to file quarterly reports on Form
10-Q or 10-QSB, containing audited or un-audited financial statements, and
reporting other material events. Some events are deemed material enough to
require the filing of a Current Report on Form 8- K. Any events may be reported
currently, but some events, like changes or disagreements with auditiors,
resignation of directors, major acquisitions and other changes require
aggressive current reoprting. All reports are filed and become public
information.
The practical effects of the foregoing requirements on the criteria for
selection of a target company are two-fold: first, the target must have audited
or auditable financial statements, and the target must complete an audit for
filing promptly upon the consumation of any acquisition; and, second, that the
target management must be ready, willing and able to carry forth those reporting
requirements or face de-listing from the OTCBB, if listed, and delinquency and
possible liabilty for failure to report.
Probable Industry Segments for Acquisition. While the Company may consider
proposals from a wide variety of business segments, Management reports that the
proposals it has been receiving involve high-technology and new communication
technologies, internet and information services. Management feels that it is
most likely that a business combination candidate will be selected in these
industry segments. Due to circumstances unique to this Registrant, it is not in
a position to consider any specific proposal for the use of this Registrant in
reverse merger transactions, for the reason that it is not now qualified for
quotation on the OTC Bulletin Board, and will not be, if at all, for an
indeterminant number of months. It is disclosed here and elswhere that the
Principal Shareholder of this Registrant has other business activities, and is
aware of the volume of proposed deals currently in search of public trading
vehicles for reverse merger acquisitions. There is no present or foreseeble
potential that this Registrant will acquire a target business or company in
which its present management or principal shareholder, or affiliates, have an
ownership interest. Consideration has been given to corporate policy in this
reguard, and it has been determined not to permit any transaction in other than
an arm's length acquistion of business assets owned and controlled by unrelated
third party interests. The basis for this policy is two fold: first, that
related party transactions are unnecessary in the judgment of management and
involve risks not necessary to invite; and second that related party transaciton
do not offer the potential profitablility for shareholders, that management
believes exists presently in the market place for public issuers amenable to
reverse merger transactions.
Finders feed for Management. No finder's fees will be payable to Management
in connection with any forseeable reverse acquition. Management is identified
with the principal shareholder. The Principal Sharholder's remaining share
ownership following any reverse acquistion, and the Principal Shareholder might
be expected to sell its controlling interest for consideration from the
acquiring shareholders of the acquistion target. Depending on the quality of the
target company, the principal shareholder may sell all, some or none of the
control block, as matters for arm's length deal-making, when it comes to that
stage. Additionally, the Principal Shareholder is the Principal Consultant and
provides, has provided and may provide corporate services to the Registrant,
billable hourly
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in an established and customary manner. No finders fees, commissions or other
bonuses to Management, Principal Shareholder, or affiliates, for securing or in
connection with any acquisition, will be paid or payable, as a matter of both
current economic conditions and corporate policy. Management has determined that
in its view of the current market for such transactions, such fees or bonuses
are not justifiable.
(1) Principal Products or Services and their Markets. None.
(2) Distribution Methods of the products or services. None.
(3) Status of any publicly announced new product or service. None.
(4) Competitive business conditions and the small business issuer's
competitive position in the industry. Other better capitalized firms are engaged
in the search for acquisitions or business combinations which firms may be able
to offer more and may be more attractive to acquisition candidates. This
Registrant became a candidate for reverse acquisition transactions only this
past May. Management, in evaluating market conditions and unsolicited proposals,
has formed the estimate that the selection of a business combination is probable
within the next twelve to eighteen months. There is no compelling reason why
this Registrant should be preferred over other reverse-acquisition public
corportion canditates. It has no significant pool ofcash can offer no capital
formation incentive for its selection. It has a limited shareholder base
insufficient for acquistion target wishing to proceed for application to NASDAQ.
In comparison to other "public shell companies" this Registrant is unimpressive,
in the judgement of managegment, and totally lacking in unique features which
would make it more attractive or competitive that other "public shell
companies". While management believes that the competition of other "public
shell companies" is intense and growing, it has no basis on which to quantify
its impression. Please See the Item 2 of this part, MANAGEMEN DISCUSSION AND
ANALYSIS, for more information and disclosure.
(5) Sources of and availability of raw Materials and the names of principal
suppliers. Not Applicable.
(6) Dependance on one or a few major customers. Not Applicable.
(7) Patents, Trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts. None.
(8) Need for any government approval of principal products or services and
status. Not applicable.
(9) Effect of existing or probable governmental regulations on the
business. Not applicable. However, this issuer would expect to maintain its
corporate status with the State of its incorporation, and would file its tax
returns and reports required to be filed with the Commission. This issuer wishes
to report and provide disclosure voluntarily, and will file periodic reports in
the event that its obligation to file such reports is suspended under the
Exchange Act. If and when this 1934 Act Registration is effective and clear of
comments by the staff, this issuer will be eligible for consideration for the
OTCBB upon submission of one or more NASD members for permission to publish
quotes for the purchase and sale of the shares of the common stock of the
issuer. In connection with such submission and any continuation on the OTCBB,
this Registrant would expect to comply with NASD regulations, to the extent that
any such regulations are applicable to the conduct of the Registrant's affairs.
(10) Estimate of amount spent on research and development in each of last
two years. None.
(11) Costs and effects of compliance with environmental laws. None at this
time.
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(12) Number of total employees and full-time employees. None.
(13) Year 2000 compliance issues. None. The issuer has no computers or
digital equipment of its own, no suppliers or customers. Accordingly, the issuer
has determined that it is faced with no year 2000 compliance issues other than
those shared by the public in general.
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Item 2. Managements Discussion and Analysis or Plan of Operation.
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(a) Plan of Operation. This Registrant was duly incorporated in Nevada on
December 18, 1997, as DP Charters, Inc., with the intention of initiating a
charter yacht service from the Dana Point Harbor, Orange County, California. The
Registrant later expanded its business plan to include the organization of SCUBA
dive tours at various world locations. After some unsuccessful efforts to launch
operations, the original business plan was abandoned, on or about May 15, 1999.
The Registrant has no present business or business plan other than to seek a
profitable business combination, most likely in a reverse acquisition or similar
transaction. Accordingly, its plan is to seek one or more profitable business
combinations or acquisitions to secure profitability for shareholders.
Plan of Operation for the next twelve months. This Registrant's Management,
Mr. James and Mr. Sifford, are the Officers and Directors of Intrepid
International Ltd. a Nevada corporate subsidiary of Intrepid International, S.A.
a Panama corporation. These two Intrepid are refered to collectively as the
"Principal Shareholder" of this Registrant.
The Principal Shareholder is in continuous receipt of proposals from
high-technology, telecommunication and internet projects, some new start-ups,
some with significant research and development in progress.
These proposals come from international sources, from persons and entities
with previous business relationships with Intrepid, or with one or the other of
Intrepid's United States Mangagement. Many of the proposals are for services to
existing corporations and many do not involve new entrants into the United
States public markets.
These proposal companies and business come from both inside and outside the
United States. The business of the principal shareholder includes a wide range
of corporate and finacial services, consulting and other services, a portion of
which involve companies, often Canadian or International, wishing to enter the
United States Public Markets. As a result of these activities, the Principal
Shareholder, and the Management of this Registrant have a basis to assess the
demand and potential demant for United States Public Shell Corporations, that
is, United States Corporations with no active business or no business, whose
profitable opportunities lie in securing one or more business combinations, most
likely in reverse acquistion transactions.
While this Registrant is not ready to consider any such proposals, and no
proposals have been directed to this Registrant, or any specific registrant,
issuer or entity, the past and current experience of the Principal Shareholder,
and accordingly, the Management of this Registrant, do provide a basis for
Managgement's estimate and evaluation of the intermediate-term opportunities for
this Registrant, in formulating its plan for the next twelve to eighteen months.
Specifically, it is not deemed to be necessary for this Registrant to advertise,
or for management to travel in search of candidates. It is likely that
management might travel in connection with a candidate it intends to select and
with which it intends to enter into a committed relationship. Extensive due
diligence and evaluation of proposals is made by Management based upon the
financial statements of an acquisition target, its forseeable requirements for
capital, and realistic potential of the target to attract the capital it may
require, and management's evaluation of its ability to achieve its plan for
profitability. Management is of the view that the quality and number of
unsolicited proposals is such, that a target be selected within the next three
to six months, and that an acquisition would be completed within the next twelve
months,
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following the effectiveness, in good and proper form of this 1934 Regeistration.
In recognition of the time that may be consumed in the Registration process, it
is not certain when this Registrant will begin its evaluation of candidates.
Accordingly, Management projects an acqistion to be completed within tweleve to
eighteen months from the date of this Registration Statement. In the event that
these time tables do not prove true, the Registrant will continue its evaluation
of opportunities until a business combination is accomplished, no matter how
long it may take.
Cash Requirements and of Need for additional funds, twelve months. This
Company has no immediate need for current capital formation in its present stage
from outside sources. This means that the Registrant expects to maintain its
corporate and other filings and reports during the next twelve months.
Reference is made to Note 2, GOING CONCERN, of the Registrant's Audited
Financial Statements: "The Company is dependant upon raising capital to continue
operations. The financial statements do not include any adjustments that might
arise from the outcome of this uncertainty. It is management's plan to raise
additional funds to begin its operations." The company would be dependent on the
acquisition of assets and businesses to commence business operations. The
company is not dependant on additional funds to conduct its investigation and
selection of a profitable business combination. Management cannot plan such
capital formation as may be appropriate for an acquired business before
selection of and combination with such a business. It is to be expected that
following the firm agreement to combine, some capital raising program would be
necessary, but any such program would be offered to investors based upon the
assets and businesses to be acquired, and not on this Registrant in its present
condition, without businesses, revenues, or income producing assets.
Reference is made to Note 3, DEVELOPMENT STAGE COMPANY, of the Registrant's
Audited Financial Statements: "The Company is a development stage company.... It
is concentrating substantially all of its efforts in raising capital and
developing its business operations in order to generate significant revenues."
After some unsuccessful efforts to launch operations, the original business plan
was abandoned, on or about May 15, 1999. The Registrant has no present business
or business plan other than to seek a profitable business combination, most
likely in a reverse acquisition or similar transaction. Accordingly, its plan is
to seek one or more profitable business combinations or acquisitions to secure
profitability for shareholders. The issuer is presently concentrating on
selecting a business combination candidate. No current fund raising programs are
being conducted or contemplated before merger, acquisition or combination is
announced, and then any such capital formation would be offered to investors
based upon the assets and businesses to be acquired, and not on this Registrant
in its present condition, without businesses, revenues, or income producing
assets.
In the event, contrary to the expectation of management, that no
combination is made within the next twelve to eighteen months, this issuer may
be forced to effect some advances from its Principal Shareholer, for costs
involved in maintenance of corporate franchise and filing reports as may be
required, when and if this 1934 Act registration is effective. Should this
become necessary, the maximum amount of such advances is estimated not to exceed
$20,000.00. No agreement by the Principal shareholder to make such advances is
in place, and no guarantee can presently be given that additional funds, if
needed, will be available. It is by far more likely that advances will take the
form of providing services on a deferred compensation basis. Should further
auditing be required, such sevices by the Independant Auditor may not be the
subject of deferred compensation.
As reflected in the Financial Statements of this Registrant, provied with
this Registration Statement, it has not been necessary for the any shareholder
to advance operational funds to this Registrant.
(i) Summary of Product Research and Development. None.
(ii) Expected purchase or sale of plant and significant equipment. None.
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(iii) Expected significant change in the number of employees. None.
(b) Discussion and Analysis of Financial Condition.
(i) Operations and Results for the past two fiscal years. This
Corporation has had no revenues since its inception in December of 1997.
Its attempt to commence operations failed and was abandoned on May 15,
1999. Its expenses of $156,559, for the five months ended May 31, 1998,
$191,679 for the twelve months ended December 31, 1998, are not considered
indicative of maintenance expenses for the next six to twelve months, but
reflect attempts to secure rights and assets for its former and abandoned
business plan, and unusual legal expenses in connection with due diligence
investigation and disclosure in connection with submission to NASD for
quotation on the Bulletin Board, OTCBB, in the context of NASD rule
changes. As an incidental result of NASD Rule changes this Registrant's
common stock is allowed to be quoted over the counter in the "Pink Sheets",
but will not be qualified for OTCBB until this 1934 Registration has been
effective in proper form.
It is noted that the total expenses for the three months ended March
31, 1999, and the six months ended June 30, 1999, are the same figure,
$7,325.00; and it is further noted that that figure includes the
amortization of organizational expenses. Mangagement estimates that the
expenses needed to carry the Registrant through an ultimate
reorganization, over and above current cash, to be not more than
$20,000.00, which funding, if needed, would be used to defer legal and
auditing and accounting, and incidental filings with the Commission, and
with any States in which the parties are domiciled.
This Regisgrant retained a firm named Capital Relations and
Mangagement to assist in initional submission OTCBB, paying a fixed fee of
$2500.00 for that service. Capital Relations and Management is not an
affiliate of the Registrant or of its Principal Shareholder. Capital
Relations submitted the Registrant's disclosure documents to National
Capital, LLC, which market maker duly submitted for permission to quote to
the NASD. Before clearing comments, NASD effected it rule changes, with the
result that the Registrant's common stock was cleared for the Pink Sheets,
but cannot be cleared for OTCBB until its 1934 Act Registration shall have
become effective, and cleared comments. The Registrant has not, and this
Registrant will not, take other affirmative steps to encourage or request
any broker-dealer to act as a marke maker for the its securities.
(ii) Future Prospects. The Company has predicted that it will
participate in a business opportunity within the next twelve months, not
withstanding its limited resources, and competitive disadvantages with
respect to other public or semi-public issuers. Such a forward looking
statement must be recognized as such. Unexpected events, changes in market
conditions, loss of experienced management personnel, and the like,
certainly require that management's expectations be evaluated in the light
of the basis for such forward looking statements. There are no guaranties
of success at any stage. It is the current experience of management that
acquisition targets are actively soliciting management, or are being
referred to management by business brokers, and that such targets are, in
many cases attractive to management. In light of these current conditions,
management is confident that it can make a selection and proceed within the
next twelve months.
(c) Reverse Acquisition Candidate. The Registrant is searching for a profitable
business opportunity. The acquisition of such an opportunity could and likely
would result in some change in control of the Registrant at such time. This
would likely take the form of a reverse acquisition. That means that this issuer
would likely acquire businesses and assets for stock in an amount that would
effectively transfer control of this issuer to the acquisition target company or
ownership group. It is called a reverse-acquisition because it would be an
acquisition by this issuer in form, but would be an acquisition of this issuer
in substance. Capital formation issues for the future of this Registrant would
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arise only when targeted business or assets have been identified. Until such
time, this Registrant has no basis upon which to propose any substantial
infusion of capital. While no such arrangements or plans have been adopted or
are presently under consideration, it would be expected that a reverse
acquisition of a target company or business would be associated with some
private placements and/or limited offerings of common stock of this Registrant
for cash. Such placements, or offerings, if and when made or extended, would be
made with disclosure and reliance on the businesses and assets to be acquired,
and not upon the present condition of this Registrant.
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Item 3. Description of Property.
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The Registrant has no property and enjoys the non-exclusive use of offices
and telephone of its officers and attorneys, without charge or written
agreement. The issuer pays for outside copying and Federal Exprss, U.P.S and
other messenger services. The Registrant does not pay for routine telephone,
in-house copying or United States Mail. The Registrant's address for mail and
deliveries is 24843 Del Prado, Dana Point CA, 92629. The affairs of the
Registrant are conducted a 34700 Pacific Coast Higway, Suite 303, Capistrano
Beach CA 92624. This latter suite is the Office of Intrepid International Ltd.,
the United States Office of the Principal Shareholder.
This Registrant has adopted no policies with respect to real estate
investment. While it has no intention of investing in real estate, it is not
prevented from doing so by any corporate policy or action. Management disclaims
any special knowledge or skill with respect to real estate investment, and
cannot presently forsee any circumstances which would make such an investment
attractive to this Registrant.
- --------------------------------------------------------------------------------
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- --------------------------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners. To the best of Registrant's
knowledge and belief the following disclosure presents the total security
ownership of all persons, entities and groups, known to or discoverable by
Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. More than one person, entity or group
could be beneficially interested in the same securities, so that the total of
all percentages may accordingly exceed one hundred percent of some or any
classes. Please refer to explanatory notes if any, for clarification or
additional information. The Registrant has only one class of stock; namely
Common Stock.
(b) Security Ownership of Management. To the best of Registrant's knowledge and
belief the following disclosure presents the total beneficial security ownership
of all Directors and Nominees, naming them, and by all Officers and Directors as
a group, without naming them, of Registrant, known to or discoverable by
Registrant. More than one person, entity or group could be beneficially
interested in the same securities, so that the total of all percentages may
accordingly exceed one hundred percent of some or any classes. Please refer to
explanatory notes if any, for clarification or additional information.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
11
<PAGE>
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
=================================================================================================
Name and Address of Beneficial Owner Actual % Attributed %
Shares Shares
Owned Owned
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Kirt W. James (1) 2,500,000 9.04 20,000,000 9.04
24843 Del Prado #318
Dana Point CA 92629
- -------------------------------------------------------------------------------------------------
J. Dan Sifford, Jr.(1) 2,500,000 9.04 20,000,000 9.04
62 Bay Heights Drive
Miami, Florida 33133
=================================================================================================
All Officers and Directors as a Group 5,000,000 18.08 20,000,000 18.08
=================================================================================================
Intrepid International S.A. (1) (2) 15,000,000 54.24 20,000,000 54.24
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
- -------------------------------------------------------------------------------------------------
Total "Other 5% Owners" of the Registrant 15,000,000 54.24 20,000,000 54.24
=================================================================================================
Total Shares Issued and Outstanding 27,656,000 100.00 27,656,000 100.00
=================================================================================================
</TABLE>
(1) The Officers and Directors of this Company are affiliates of the
Principal Shareholder. For this reason the attribution of all shares to each is
shown in the table. Please see Item 5 of this Part, DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS for further information. The shares
listed as issued to them are were in fact issued to them, as individuals, and
are beneficially owned by them as indicated.
(2) The Ownership of the 15,000,000 is held by Intrepid International as a
corporate asset and is not the personal asset of any of its Officers, Directors
or shareholders. These Officers, Directors and Shareholders of the Panamanian
Prinicipal shareholders are the same three persons. Their names and percentage
of ownership are Laurencio Jaen O. (50%), Teodoro F. Franco L. (50%), Leopoldo
Kennion G. (0%). Please see Item 5 of this Part, DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS for further information.
(1) (2) Each of the shareholders shown in the foregoing table have sole
voting power with respect to their actual legal ownership, Mr. James, Mr.
Sifford, and the Panama Corporation. There are no legal or contractual
arrangements which requrie these affiliate to act in concert with respect to
their share ownership. However, legal obligations aside, it is reasonable to
expect the Officers of the Registrant and the Principal shareholder to cooperate
and to act in their common interest until a change of control shall have
occurred. Should a change of control reslult in the present affiliates ceasing
to be affiliates for a period of ninety days or more, each of the individuals
and the Panama Corporation would be at liberty to direct their own management of
their respective share ownerships.
(c) Changes in Control. There are no arrangements, including any pledge by any
persons, of securities of Registrant, which may at a subsequent date result in a
change of control of Registrant. In as much as the Registrant is searching for a
profitable business opportunity, it is to be expected that a change of control
would be contemplated when such a target is identified.
12
<PAGE>
- --------------------------------------------------------------------------------
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- --------------------------------------------------------------------------------
The following persons are the Directors of Registrant, having taken office
from the inception of the issuer, to serve until their successors might be
elected or appointed. The time of the next meeting of shareholders has not been
determined and is not likely to take place before a targeted acquisition or
combination is determined.
Kirt W. James, the Registrant's President, has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc. and from 1987
to 1990 Mr. James built retail markets for American International Medical Supply
Co., a publicly traded company. In 1990 he formed and became President of HJS
Financial Services, Inc., and was responsible for the day to day business
operations of the firm as well as consultation with Clients concerning their
business and Product Development. He reamains the President and Sole Shareholder
of HJS, which is presently substantially in active. During the past five years
Mr. James has been involved in the valuation of private companies for internal
purposes, and as a consultant to private companies engaged in the private sale
and acquisition of other private businesses. He has also assisted private and
public companies in planning for entry into the public market place. Mr. James
is not and has never been a broker-dealer. He has acted primarily as consultant,
and in some cases has served as an interim officer and director of public
companies in their development stage. The following disclosure identifies those
public companies with which he has been involved during the past five years:
Earth Industries, Inc., EditWorks, Ltd., Market Formulation & Research, Inc.,
Mex Trans Seafood Consulting, Inc., and North American Security & Fire. He is
also an Officer and Director of Oasis 4th Movie Project, an operating
non-trading company.
J. Dan Sifford, Jr., has been Secretary-Treasurer of the Registrant since
its inception, grew up in Coral Gables, Florida, where he attended Coral Gables
High School and the University of Miami. After leaving the University of Miami,
Mr. Sifford formed a wholesale consumer goods distribution company which
operated throughout the southeastern United States and all of Latin America. In
1965, as an extension of the operations of the original company, he founded
Indiasa Corporation (Indiasa), a Panamanian company which was involved in supply
and financing arrangements with many of the Latin American Governments, in
particular, their air forces and their national airlines. As customer
requirements dictated, separate subsidiaries were established to handle specific
activities. During each of the past five years he has served as President of
Indiasa, which serves only as a holding company owning: 100% of Indiasa Aviation
Corp. (a company which owns aircraft but has no operations); 100% of Oveseas
Aviation Corporation (a company which owns Air Carriar Certificates but has no
operations); 50% of Robmar International, S.A. (a company operates a
manufacturing plant in Argentina and Brazil, but in which Mr. Sifford holds no
office). In addition to his general aviation experience, Mr. Sifford, an Airline
Transport rated pilot, has twenty two years experience in the airline business,
and is currently the President of Airline of the Virgin Islands, Ltd. a commuter
passenger airline operating in the Caribbean, and has been its president
continuously during each of the past five years.
Mr. Sifford is not and has never been a broker-dealer. He has acted
primarily as consultant, and in some cases has served as an interim officer and
director of public companies in their development stage. The following
disclosure identifies those public companies: Air Epicurean, Inc., All American
Aircraft, Earth Industries, Ecklan Corporation, EditWorks, Ltd., Market .,
Market Formulation & Research, Inc., NetAir.com, Inc., NSJ Mortgage Capital
Corporation, Inc., North American Security & Fire, Oasis 4th Movie Project,
Professional Recovery Systems, Inc., Richmond Services, Inc., Telecommunications
Technologies, Ltd., and World Staffing II, Inc.
Of these last mentioned companies, he is currently serving in this
Registrant, in Ecklan Corporation, in Oasis 4th Movie Project, in Richmond
Services, Inc, and in NetAir.com, Inc.
The following persons are not Officers or Directors of this Registrant.
They are the owners, Officers and Directors of the Principal Shareholder. The
following persons do not engage in direct control of the affairs of the
Registrant, and their activities are not material to the operations of this
Registrant. While the following three persons, acting as a Board of Directors of
the Panama Corporation could exercise direct control, as majority sharholder,
they have delegated United States operations to the Officers and Directors of
this Registrant, and to the United States subsidiary of which they two
constitute the Management.
For puroses of the following paragraphs of this Item, "Company" referes to
the Principal Shareholder, Interepid International, S.A., a Panama Corporation,
and does not refer to the Registrant.
13
<PAGE>
Laurencio Jaen O., an original incorporator who has served as President and
Director of the Company since its inception in 1984, resides in Panama City,
Republic of Panama. He is, and has been for the past twenty five years, Vice
President of Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through one of its subsidiaries, Robmar International, is involved in the
manufacture and distribution of chemical products in Argentina and Brazil and
which, through its former subsidiary Indiasa Aviation Corporation, was, for
eight years ending in 1981, engaged in aviation consulting, the leasing,
purchase and sale of aircraft, and the operation of a cargo airline, primarily
in Latin America. Mr. Jaen was a founder of PAISA, Panama's international
airline, served as president of the Colon Free Zone (the world's largest free
trade zone), and as Director of Panama's Social Security Administration. He has
also served as the President of the Panamanian Chamber of Commerce, and as a
member of the Board of Presidential Advisors of the Republic of Panama.
Teodoro F. Franco L., Secretary and a Director of the Company, has, for
thirty years, been a specialist in maritime and aviation law. Mr. Franco is a
partner in Franco and Franco, a Panama law firm with offices around the world.
In addition to his law practice he has served as Panamanian Consul to Liverpool,
England and for the past five years as Ambassador to Great Britain. The firm of
Franco and Franco is regarded with the highest degree of integrity and
professionalism in the business and political community in Panama with its
partners and several of its associates holding or having held public office in
Panama. The firm practices maritime, aviation and commercial law and currently
is the legal firm for: IBERIA (the Spanish national airline), KLM (the Dutch
national airline), VIASA (the Venezuelan national airline), Aeroflot (the
Russian national airline) and various smaller Latin American national airlines
as well as being the registered agents for thousands of ocean going ships around
the world flying the Panamanian flag. Mr. Franco brings to the Company a wealth
of international legal, commercial and diplomatic experience.
Leopoldo Kennion G., Treasurer and a Director of the Company, is, and has
for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting
serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.
There are no persons who are not officers or directors, other than the
foregoing, whose activities have been or are material to the operations of this
Registrant. The present Officers and Directors spend an insubstantial amount of
time on the activities of this Registrant. There are no arrangements, agreements
or understandings between non-management shareholders and management, under
which non-management shaeholders or other persons may directly or indirectly
participate in or influence the management of the affairs of this Registrant.
There are no agreements or understandings for any officer or director to resign
at the request of another person.
The Officers and Directors of this Registrant are the Officers and
Directors of the United States Subsidiary of Intrepid International. The
principal business of the United States Subsidiary is the performance of
Corporate Services on a time-fee basis. It is foreseeable, but not presently
intended, nor is it the normal practice, that these Officers and Directors may
serve as interim management of other companies in their development stage.
Intrepid does participate from time to time in the organization of companies
intending to make offerings of unregistered securities, in connection with
actual businesses ventures. It is not the policy and has not been the practice,
of Interpid International, or its officers or directors, to create "Bilind
Pools" or engage in "Blank Check" offerings.
- --------------------------------------------------------------------------------
Item 6. Executive Compensation.
- --------------------------------------------------------------------------------
Each of the two Officer/Directors have been issued 2,500,000 new investment
shares of common stock, each for present service and incentive purposes, in
connection with, and as a part of the initial issuance of 20,000,000 shares to
founders for organizational costs, and valued at $20,000.00 (par vaule). As
indicated in Items 4 and 5 immediately preceding, the names of those officers
and directors receiving these shares are Kirt W. James, and J. Dan Sifford, Jr.
No other compensation, or plan of compensation, has been made, authorized or
contemplated at the present time and for the present period of corporate
inactivity and ill-liquidity. There is no market for the shares of this
Registrant. It is not possible to derrive a "fair market value" for this share
ownership based upon any market. The Mangagement shares were issued in 1997 at
par value. They actual value of this ownership would ripen if, and only if, this
Registrant could achieve profitability by acquisition of assets or businesses.
It was not the intention of this Registrant for its shares to trade on the Pink
Sheets. During the period of comments for the OTC Bulletin board, the rules
having changed, the common stock of this Registrant was cleared for the Pink
Sheets by default. This Registrant believes that no actual quotations of bid or
ask are
14
<PAGE>
current. It is, however useful to the Registrant to remain qualified for the
Pink Sheets, in as much as the procedure for moving from the Pink Sheets to the
OTCBB is less taxing than an orignial submission. Accordingly, the shares of
common stock of this Registrant owned by officers and directors is deemed to
have no present market value, nor have ever had any market value.
- --------------------------------------------------------------------------------
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------------------------------
Intrepid International, S. A. ("Intrepid") is the principal shareholder of
this Registrant. The Officers and Directors of this Registrant are affiliates of
Intrepid. The principal shareholder was incorporated in the Republic of Panama
in 1984 to offer financial services to natural resource companies, primarily
those engaged in the production of oil and gas. Following the world wide
collapse of oil prices in the mid-eighties, Intrepid broadened the focus of its
universe of support services to include a wider range of companies, with an
emphasis on public companies and private companies, companies engaged in the
transition from privately held to publicly held, and development stage
companies, whether public or private, requiring professional business and
corporate guidance. In August of 1997 the Company sought a United States
Representative and entered into a relationship with a group of corporate and
business specialists who, after contracting with the Company, incorporated as
Intrepid International, Ltd. ("Intrepid US") to provide the required
representation and agency for the Company in North America and Europe. Intrepid
US is incorporated in the State of Nevada. Intrepid is not an investment banker,
nor a broker or dealer in securities. Intrepid is a provider of technical
support services to client companies, generally, and an occasional investor for
its own account.
J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biographical information is found under Item 5 of this Part, DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The officers and directors of Intrepid International, Ltd. (Nevada)
(Intrepid US) are two individuals; KIRT W. JAMES, and J. DAN SIFFORD, JR., which
two individuals are the officers and directors of this Registrant Registrant.
These two persons are only persons in direct, day to day control of the affairs
of this Registrant. The Officers, Owners and Directors of the Panama parent do
not direct or participate in the management of this Registrant.
- --------------------------------------------------------------------------------
Item 8. Description of Securities.
- --------------------------------------------------------------------------------
The Registrant's Capital Authorized and Issued. The Registrant is authorized to
issue 100,000 shares of a single class of Common Voting Stock, of par value
$0.001, of which 27,656,000 are issued and outstanding.
Common Stock. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities of the Registrant. The owners of
a majority of the common stock may also take any action without prior notice or
meeting which a majority of shareholders could have taken at a regularly called
shareholders meeting, giving notice to all shareholders thereafter of the action
taken. In the event of liquidation or dissolution, holders of Common Stock are
entitled to receive, pro rata, the assets remaining, after creditors, and
holders of any class of stock having liquidation rights senior to holders of
shares of Common Stock, have been paid in full.
Secondary Trading rafters to the marketability to resell the securities of this
Registrant in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to ss.3 of the Securities Act of 1933. Securities which have not been
registered pursuant to the Securities Act of 1933, but were exempt from such
registration when issued, are generally "Restricted Securities" as defined by
Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one year
holding period from purchase; and (b) a limitation of the amount any shareholder
may sell during the second year, as to non-affiliates of the Registrant;
however, as to shares owned by affiliates of the Registrant, the
15
<PAGE>
second-year limitation of amounts attaches and continues indefinitely, at least
until such person has ceased to be an affiliate for 90 days or more. The
limitation of amounts is generally 1% of the total issued and outstanding in any
90 day period.
Unrestricted Shares of Common Stock. 27,656,000 are issued and outstanding.
20,000,000 shares are held by affiliates of the Registrant. 7,656,000 shares are
owned by non-affiliates of the Registrant and are believed to be unrestricted
securties which could be sold in brokerage transaction in compliance with Rule
144. These 7,656,000 shares were issued pursuant to Rule 504 on or before April
6, 1999, and were not, wnen issued Restricted Securities, as defined by Rule
144(a). The 27,656,000 affiliate shares were issued at the end of December,
1998, pursuant to ss.4(2) of the 1933 Act, and are more than one year, and
almost two years old. Rule 144 would permit affiliate sales in limited amounts,
commonly called "dribbling".
Options and Deriviative Securities. There are no outstanding options or
derivative securties of this Registrant. There are no shares issued or reserved
which are subject to options or warrants to purchase, or securities convertible
into common stock of this Registrant.
Risks of "Penny Stock." The Company's common stock may be deemed to be "penny
stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stock sare stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ) listed stocks mus still meet requirement (i) above); or (iv) in issuers
with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than
$6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker--dealer
made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
16
<PAGE>
- --------------------------------------------------------------------------------
PART II
- --------------------------------------------------------------------------------
17
<PAGE>
- --------------------------------------------------------------------------------
Item 1.
Market Price of and Dividends on
Registrant's Common Equity and Shareholder Matters.
- --------------------------------------------------------------------------------
(a) Market Information. The Common Stock of this Registrant is cleared for
quotation Over the Counter in the Pink Sheets, only recently. To the best of the
Registrant's knowledge and belief, there has been no market activity, buying or
selling, of the common stock of this Registrant, in brokerage transactions.
(b) Holders. There are presently 53 shareholders of the common stock of this
Registrant.
(c) Dividends. No cash dividends have been paid by the Company on its Common
Stock or other Stock and no such payment is anticipated in the foreseeable
future.
(d) Reverse Acquisitions. A reverse acquisition of a target business or company
would be expected to involve a change of control of the Registrant, and the
designation of new management. The financial statements of this Registrant would
become largely unreflective of the true condition of the Registrant after such
an acquisition. Shareholder approval would be solicited, pursuant to the laws of
the State of Nevada, to approve the acquisition, change of control, and any
material corporate changes incidental to the reorganization of this Registrant.
In connection with the solicitation of shareholder approval, whether or not
proxies are solicited, the Registrant would provide shareholders with the
fullest possible disclosure of all information material to shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited financial statements of an acquisition target, the authority of
management to consummate any transaction would be contingent on a proper audit
of the target meeting the criteria of any un-audited information relied upon by
shareholders.
- --------------------------------------------------------------------------------
Item 2. Legal Proceedings.
- --------------------------------------------------------------------------------
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Registrant.
- --------------------------------------------------------------------------------
Item 3. Changes in and Disagreements with Accountants.
- --------------------------------------------------------------------------------
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Registrant.
- --------------------------------------------------------------------------------
Item 4. Recent Sales of Unregistered Securities.
- --------------------------------------------------------------------------------
The following disclosure presents:
(a) The date, title and amount of securities sold.
(b) Principal Underwriters, if any. If the small business issuer did not
publicly offer any securities, identify the persons or class of persons to whom
the small business issuer sold the securities.
No Underwriters or Underwriting. No discounts or commissions.
(c) For securities sold for cash, the total offering price and the total
underwriting discounts or commissions. For securities sold other than for cash,
describe the transaction and the type and amount of consideration received by
the small business issuer.
(d) The Section of the Securities Act or the rule of the Commission under which
the small business issuer claimed exemption from registration and the facts
relied upon to make the exemption available.
(e) If the securities sold are convertible or exchangeable into equity
securities, or are warrants or options representing equity securities, disclose
the terms of conversion or exercise of the securities.
18
<PAGE>
At or near inception, the founders' 20,000,000 shares of common stock were
issued at par value, for organizational costs, to the Principal Shareholder and
the Officers and Directors of this Registrant. These were new investment shares
issued pursuant to ss.4(2) of the Securities Act of 1933. These 20,000,000
shares were issued as shown in Item 4, of Part I. Each of the two
Officer/Directors were issued 2,500,000 new investment shares of common stock,
each for present service and incentive purposes, in connection with, and as a
part of the initial issuance of 20,000,000 shares to founders for organizational
costs, and valued at $20,000.00 (par vaule). As indicated in Items 4 and 5 of
Part I, the names of those officers and directors receiving these shares are
Kirt W. James, and J. Dan Sifford, Jr.
On January 2, 1998, the Company offered 6,400,000 shares of common stock,
and 6,400,000 warrants, in the form of 200 Units of 32,000 shares and 32,000
warrants each, for $1,000.00 per Unit, pursuant to Regulation D, Rule 504, as
then in force. These shares and warrants were placed among sophisticated
investors with pre-existing relationships with the issuer or management.
Accordingly the Unit price of $1,000.00 equates to $0.03125 per share/warrant.
The 32,000 warrants were made exercisable at any time with eighteen months from
issuance at an exercise price of $0.125. The offering closed formally about
March 31, 1998, the maximum 200 Units having been placed for $200,000.00 cash.
The placement was made to and among 19 accredited investors.No warrants have
been exercised to date, and no time remains until the end of August for their
exercise.
On or about January 5, 1999, the issuer placed 6,000 shares of common
stock, pursuant to Rule 504, to a single sophisticated investor, Vegas
Publications, Inc., with a pre-existing relationship with management, for
$600.00, or $0.10 per share.
On April 6, 1999, the issuer placed 1,250,000 shares of common stock,
pursuant to Rule 504, to a single sophisticated investor, Marshall Worldwide
Limited, PO Box 2047-100, San Jose, Costa Rica, for $12,500.00, paid for in cash
at $0.01 per share.
- --------------------------------------------------------------------------------
Item 5. Indemnification of Officers and Directors.
- --------------------------------------------------------------------------------
None.
19
<PAGE>
- --------------------------------------------------------------------------------
PART F/S
- --------------------------------------------------------------------------------
20
<PAGE>
Financial Statements
Audited Financial Statements: for the the three months ended March 31,
1999, and for the years ended December 31, 1998 and 1997, are provided as
FINANCIAL STATEMENT: ATTACHMENT F-1, in the body of filing this filing, on
sequential page 18 , and incorporated herein by this reference as though fully
set forth on this page as well.
Un-Audited Financial Statements: for the the months ended June 30, 1999,
and for the years ended December 31, 1998 and 1997, are provided as FINANCIAL
STATEMENT: ATTACHMENT F-2, in the body of thi filings on sequential page 28, and
incorporated herein by this reference as though fully set forth on this page as
well.
Selected Financial Information
================================================================================
3/31/99 12/31/98 12/31/97
================================================================================
Total Assets $20,996 $ 28,321 $138,848
- --------------------------------------------------------------------------------
Revenues -0- -0- -0-
- --------------------------------------------------------------------------------
Operating Expenses 7,325 191,257 152
- --------------------------------------------------------------------------------
Net Earnings or (Loss) (7,325) (191,257) (152)
- --------------------------------------------------------------------------------
Per Share Earnings
or (Loss) (0.00) (0.07) (0.00)
- --------------------------------------------------------------------------------
Average Common Shares
Outstanding 26,400,000 26,272,000 21,904,000
================================================================================
21
<PAGE>
- --------------------------------------------------------------------------------
PART III
- --------------------------------------------------------------------------------
22
<PAGE>
- --------------------------------------------------------------------------------
Item 1. Index to Exhibits.
- --------------------------------------------------------------------------------
Exhibit Index
================================================================================
Exhibit Page
Table Table Category / Description of Exhibit Number
#
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
F-1 Audited Financial Statements: for the the three months ended
March 31, 1999, and for the years ended December 31, 1998
and 1997.
- --------------------------------------------------------------------------------
F-2 Un-Audited Financial Statements: for the the six months
ended June 30, 1999, and for the years ended December 31,
1998 and 1997.
- --------------------------------------------------------------------------------
[2] Articles/Certificates of Incorporation, and By-Laws
- --------------------------------------------------------------------------------
2.1 Articles of Incorporation: DP Charters, Inc., a Nevada
Corportation
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2.2 By-Laws: DP Charters, Inc.
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[3] INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS
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3 Specimen Certificate: Class A Common Voting Equity Stock
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23
<PAGE>
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Financial Statements: Attachment F-1
Audited Financial Statements: for the the three months ended March 31,
1999, and for the years ended December 31, 1998 and 1997.
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24
<PAGE>
D P Charters, Inc.
(a Development Stage Company)
Financial Statements
March 31, 1999 and December 31, 1998 and 1997
1
<PAGE>
C O N T E N T S
Independent Auditors' Report ................................................ 3
Balance Sheets .............................................................. 4
Statements of Operations .................................................... 5
Statements of Stockholders' Equity .......................................... 6
Statements of Cash Flows .................................................... 7
Notes to the Financial Statements ........................................... 8
2
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
D P Charters, Inc.
We have audited the accompanying balance sheets of D P Charters, Inc. (a
Development Stage Company) as of March 31, 1999 and December 31, 1998 and 1997
and the related statements of operations, stockholders' equity and cash flows
for the three months ended March 31, 1999 and the years ended December 31, 1998
and 1997. 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 audits 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 D P Charters, Inc. (a
Development Stage Company) as of March 31, 1999 and December 31, 1998 and 1997
and the results of its operations and cash flows for the three months ended
March 31, 1999 and the years ended December 31, 1998 and 1997 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 2 to the
financial statements, the Company has no operations and is dependent upon
financing to continue operations. These factors raise substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in the Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Salt Lake City, Utah
July 8, 1999
3
<PAGE>
D P Charters, Inc.
(a Development Stage Company)
Balance Sheets
Assets
March 31, December 31,
1999 1998 1997
--------- --------- ---------
Current assets
Cash $ 5,996 $ 12,321 $ 118,848
--------- --------- ---------
Total Current Assets 5,996 12,321 118,848
--------- --------- ---------
Other Assets
Organizational Costs (Net of
Amortization)(Note 1) 15,000 16,000 20,000
--------- --------- ---------
Total Other Assets 15,000 16,000 20,000
--------- --------- ---------
Total Assets $ 20,996 $ 28,321 $ 138,848
========= ========= =========
Liabilities and Stockholders' Equity
Current Liabilities $ -- $ -- $ --
--------- --------- ---------
Stockholders' Equity
Common Stock, authorized
100,000,000 shares of $.001 par value,
issued and outstanding 26,400,000,
26,400,000 and 23,808,000 shares,
respectively 26,400 26,400 23,808
Additional Paid in Capital 193,600 193,600 115,192
Deficit Accumulated During the
Development Stage (199,004) (191,679) (152)
--------- --------- ---------
Total Stockholders' Equity 20,996 28,321 138,848
--------- --------- ---------
Total Liabilities and Stockholders' Equity $ 20,996 $ 28,321 $ 138,848
========= ========= =========
The accompanying notes are an integral part of these financial statements
4
<PAGE>
D P Charters, Inc.
(a Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From inception
For the Three For the on December Deficit
Months Year 18, 1997 Accumulated
Ended Ended through during the
March 31, December 31, December 31, development
1999 1998 1997 Stage
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues: $ -- $ -- $ -- $ --
Expenses:
General & Administrative (7,325) (191,527) (152) (199,004)
------------ ------------ ------------ ------------
Total Expenses (7,325) (191,527) (152) (199,004)
------------ ------------ ------------ ------------
Net (Loss) $ (7,325) $ (191,527) $ (152) $ (199,004)
============ ============ ============ ============
Net Loss Per Share $ (0.00) $ (0.07) $ (0.00) $
============ ============ ============ ============
Weighted average shares outstanding 26,400,000 26,272,000 21,904,000 25,960,123
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE>
D P Charters, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Additional Deficit
Paid-in Accumulated
Capital During the
Common Stock (Discount on Development
Shares Amount Stock) Stage
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at beginning of development
stage - December 18, 1997 -- $ -- $ -- $ --
Shares issued for organizational costs 20,000,000 20,000 -- --
Shares issued for cash at $.03125 per share 3,808,000 3,808 115,192 --
Net loss December 31, 1997 -- -- -- (152)
---------- ---------- ---------- ----------
Balance, December 31, 1997 23,808,000 23,808 115,192 (152)
Shares issued for cash at $.03125 per share 2,592,000 2,592 78,408 --
Net loss December 31, 1998 -- -- -- (191,527)
---------- ---------- ---------- ----------
Balance, December 31, 1998 26,400,000 26,400 193,600 (191,679)
Net loss for the three months
ended March 31, 1999 -- -- -- (7,325)
---------- ---------- ---------- ----------
Balance, March 31, 1999 26,400,000 $ 26,400 $ 193,600 $ (199,004)
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE>
D P Charters, Inc.
(a Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
December 18,
1997 (inception
For the three of the
Months development
Ended stage) to
March 31, December 31, March 31,
1999 1998 1997 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Cash Flows form Operating
Activities
Net loss $ (7,325) $(191,527) $ (152) $
Adjustments to reconcile
net loss to net cash
provided by operations
Amortization 1,000 4,000 -- 1,667
--------- --------- --------- ---------
Net Cash Flows used in
Operating Activities (6,325) (187,527) (152) (155,044)
--------- --------- --------- ---------
Cash Flows from Investment
Activities: -- -- -- --
--------- --------- --------- ---------
Cash Flows from Financing
Activities:
Proceeds from Issuance of stock -- 81,000 119,000 200,000
--------- --------- --------- ---------
Net increase (decrease) in cash (6,325) (106,527) 118,848 44,956
Cash, beginning of year 12,321 118,848 -- --
--------- --------- --------- ---------
Cash, end of year $ 5,996 $ 12,321 $ 118,848 $ 44,956
========= ========= ========= =========
Supplemental Cash Flow Information
Cash Paid for:
Interest $ -- $ -- $ -- $ --
Taxes $ -- $ -- $ -- $ --
</TABLE>
Supplemental Non-cash Disclosure:
In 1997, the shareholders paid $20,000 of organizational costs for the Company.
The Company reimbursed the $20,000 by issuing 20,000,000 shares of common stock.
The accompanying notes are an integral part of these financial statements
7
<PAGE>
D P Charters, Inc.
(a Development Stage Company)
Notes to The Financial Statements
March 31, 1999, December 31, 1998 and 1997
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
D P Charters, Inc., ("the Company") is a Nevada corporation organized
on December 18, 1997. The Company was formed to provide a charter yacht
service from the Dana Point harbor located in Dana Point, Orange County,
California. It is the intent of management to acquire and operate small to
medium sized fishing and pleasure motor yachts.
b. Accounting Method
The Company recognizes income and expenses on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating
losses totaling approximately $199,004 that will be offset against future
taxable income. These NOL carryforwards begin to expire in the year 2012.
No tax benefit has been reported in the financial statements because the
Company believes there is a 50% or greater chance the carryforward will
expire unused. Accordingly, per FASB 109 the potential tax benefits of the
loss carryforward are offset by the valuation of the same amount.
Deferred tax assets and the valuation account is as follows at March
31, 1999 and December 31, 1998 and 1997.
March 31, December 31,
1999 1998 1997
-------- -------- --------
NOL carrryforward $ 60,860 $ 58,005 $ 23
Valuation allowance (60,860) (58,005) (23)
-------- -------- --------
Total $ -- $ -- $ --
======== ======== ========
f. Organizational Costs
In 1997, the shareholders paid $20,000 in organizational costs. The
Company reimbursed the shareholders by issuing 20,000,000 shares of common
stock at $.001 par value. These costs are being amortized on a
straight-line method over a 60 month period beginning January 1, 1998.
These costs will be recovered only if the Company is able to generate a
positive cash flow from operations.
8
<PAGE>
D P Charters, Inc.
(a Development Stage Company)
Notes to The Financial Statements
March 31, 1999, December 31, 1998 and 1997
NOTE 1 - Summary of Significant Accounting Policies (continued)
g. Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting period.
In these financial statements and other assets involve extensive reliance
on management's estimates. Actual results could differ from those
estimates.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company is dependent upon
raising capital to continue operations. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty. It is management's plan to raise additional funds to begin its
intended operations.
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating
substantially all of its efforts in raising capital and developing its
business operations in order to generate significant revenues.
NOTE 4 - Related Party Transactions
During 1999 and 1998, $5,000 and $58,500, respectively was paid in
consulting fees to a company owned by shareholders of the Company.
9
<PAGE>
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Financial Statements: Attachment F-2
Un-Audited Financial Statements: for the the six months ended June 30,
1999, and for the years ended December 31, 1998 and 1997.
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25
<PAGE>
DP CHARTERS, INC.
BALANCE SHEET (UNAUDITED)
for the years ended December 31, 1998 and 1997
and for the period ended June 30, 1999
<TABLE>
<CAPTION>
December 31,
June 30, ----------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 5,996 $ 12,321 $ 118,848
TOTAL CURRENT ASSETS 5,996 12,321 118,848
--------- --------- ---------
OTHER ASSETS
Organizational Costs 14,000 16,000 20,000
Accounts receivable 13,100
TOTAL OTHER ASSETS 27,100 16,000 20,000
--------- --------- ---------
TOTAL ASSETS $ 33,096 $ 28,321 $ 138,848
========= ========= =========
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 20,000,000 shares,
26,400,000 and 27,656,000 shares respectively 27,656 26,400 23,808
Additional Paid-In Capital 205,444 193,600 115,192
Accumulater Equity (Deficit) (200,004) (191,679) (152)
--------- --------- ---------
Total Stockholders' Equity 33,096 28,321 138,848
--------- --------- ---------
TOTAL STOCKHOLDERS' EQUITY $ 33,096 $ 28,321 $ 138,848
========= ========= =========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-2
<PAGE>
DP CHARTERS, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
for the years ended December 31, 1998 and 1997
and for the period ended June 30, 1999
December 31,
June 30, ---------------------------
1999 1998 1997
---------- ---------- ----------
Revenues $ -0- $ -0- $ -0-
---------- ---------- ----------
Amortization (2,000) (4,000) -0-
---------- ---------- ----------
Net Loss from Operations (6,325) (187,527) (152)
Net Income (Loss) $ (8,325) $ (191,527) $ (152)
========== ========== ==========
Loss per Share $ (.00032) $ (.00725) $ -0-
========== ========== ==========
Weighted Average
Shares Outstanding 26,405,834 26,400,000 20,000,000
========== ========== ==========
The accompanying notes are an integral part
of these financial statements.
page F-3
<PAGE>
DP CHARTERS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
for the period from inception of the Development Stage
on December 18, 1997, through December 31, 1997
for the year ended December 31, 1998
and for the period ended June 30, 1999
<TABLE>
<CAPTION>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Common Stock issued at inception 20,000,000 $ 20,000 $ 0 $ 0 $ 20,000
Sale of Common Stock 3,808,000 3,808 115,192
Loss during 1997 (152)
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1997 23,808,000 23,808 115,192 (152) 138,848
Sale of Common Stock 2,592,000 2,592 78,408
Loss during 1998 (191,679)
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1998 26,400,000 $ 26,400 $ 193,600 $ (191,679) $ 28,321
Sale of Common Stock 1,256,000 1,256 11,844
Loss during period ended
June 30,1999 (8,325)
----------- ----------- ----------- ----------- -----------
Balance at June 30, 1999 27,656,000 $ 27,656 $ 205,444 $ (200,004) $ 33,096
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-4
<PAGE>
DP CHARTERS, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
for the years ended December 31, 1998 and 1997
and for the period ended June 30, 1999
<TABLE>
<CAPTION>
December 31,
June 30, --------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Operating Activities
Net Income (Loss) $ (8,325) $(191,527) $ (152)
Less items not effecting cash (amortization) 2,000 4,000 -0-
--------- --------- ---------
Net Cash from Operations (6,325) (187,527) (152)
Cash Increase (Decrease) sale of Common Stock 13,100 81,000 119,000
Cash Increase (Decrease) accounts receivable (13,100)
--------- --------- ---------
Net increase (decrease) in cash (6,325) (106,527) 118,848
Beginning Cash 12,321 118,848 -0-
Cash as of Statement Date $ 5,996 $ 12,321 $ 118,848
========= ========= =========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-5
<PAGE>
DP CHARTERS, INC.
NOTES TO FINANCIAL STATEMENTS
for the years ended December 31, 1997 and 1998
and for the six months ended June 30, 1999
1-FORMATION AND OPERATIONS OF THE COMPANY
DP Charters, Inc. (the "Company") was incorporated on December 18, 1997 in
the State of Nevada with the intent of initiating a charter yacht service
from the Dana Point harbor located in Dana Point, Orange County,
California. The Company is authorized to issue 100,000,000 Common Shares
each with a par value of $0.001. Since inception it has been the intent of
management to acquire and operate small to medium sized fishing and
pleasure motor yachts. As of the date of these statements the Company has
not yet begun any operations and is a development stage company according
to Financial Accounting Standards Board Statement No. 7. The Board of
Directors and Shareholders of the Company have authorized the issuance of
7,656,000 of its Common Shares in Regulation D, 504 offerings.
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
Accounting records of the Company and financial statements are
maintained and prepared on an accrual basis.
(b) FISCAL YEAR
The Company's proposed fiscal year for accounting and tax purposes is
December 31.
(c) ORGANIZATION COSTS
The Company incurred $20,000 of organization costs in 1997. These
costs, which were paid by shareholders of the Company and which were
exchanged for 20,000,000 shares of common stock having a par value of
$20,000, which is being amortized on a straight line method over a 60
month period. These costs will be recovered only if, the Company is
able to generate a positive cash flow from operations.
(d) CASH EQUIVALENTS
For Financial Accounting Standards purposes, the Statement of Cash
Flows, Cash Equivalents include time deposits, certificates of
deposit, and all highly liquid debt instruments with original
maturities of three months or less. Whenever cash amount are to be
included on the Company's Statements of Cash Flow, however, they will
be comprised exclusively of cash.
page F-6
<PAGE>
DP Charters, Inc.
Notes to Financial Statements
for the years ended December 31, 1997 and 1998
and for the six months ended June 30, 1999
continued
3-PROPERTY AND EXECUTIVE COMPENSATION
(a) PROPERTY:
The Company's offices and all of its records are located at 24843 Del
Prado, Suite 318, Dana Point, California 92629.
(b) EXECUTIVE COMPENSATION:
Since inception, the Company has paid no cash compensation to its
officers or directors. Officers of the Company will be reimbursed for
out-of-pocket expenses and may be compensated for the time they devote
to the Company. In addition, Officers may receive compensation for
services performed on behalf of the Company. The terms of any such
compensation will be determined on the basis of the nature and extent
of the services which may be required and will be no less favorable to
the Company than the charges for similar services made by independent
third parties who are similarly qualified. No officer or director is
required to make any specific amount or percentage of his business
time available to the Company.
5-STOCKHOLDERS' EQUITY.
The Company is authorized to issue 100,000,000 shares of common stock
having a par value of $0.001. In October 1997, 20,000,000 shares of Common
Stock, were issued in exchange for organizational costs which were valued
by management at a total of $20,000. In 1997 and 1998, 6,400,000 shares of
Common Stock, were issued in exchange for cash in the amount of $200,000.
In January 1999, 6,000 shares of Common Stock, were issued in exchange for
cash in the amount of $600. In April 1999, 1,250,000 shares of Common
Stock, were issued in exchange for cash in the amount of $12,500.
page F-7
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
DP Charters, Inc.
by
/s/ Kirt W. James /s/ J. Dan Sifford, Jr.
- ------------------- -----------------------
Kirt W. James J. Dan Sifford, Jr.
PRESIDENT/DIRECTOR SECRETARY/DIRECTOR
<PAGE>
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Exhibit 2.1
Articles of Incorporation:
DP Charters, Inc., a Nevada Corportation
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27
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Exhibit 2.2
By-Laws: DP Charters, Inc.
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28
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Exhibit 3
Specimen Certificate:
Class A Common Voting Equity Stock
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29
