SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
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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
27,656,000,000 Shares Issued and Outstanding
The EXHIBIT INDEX is located at pages - of this Registration Statement
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PART I
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<PAGE>
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 Issuer's common
stock is not presently quoted on the OTCBB. The Issuer's common stock is
qualified for listing over the counter in the "Pink Sheets"; however the Issuer
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 Issuer 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 Issuer 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 Issuer 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 Issuer 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 Issuer.
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Item 1. Description of Business.
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(a) Business Development.
(1) Form and Year of Organization. This Issuer 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 Issuer 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.
(2) Bankruptcy, Receivership or Similar Proceeding. None from inception to
date.
(b) Business of the Issuer. The Issuer 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.
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
<PAGE>
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
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.
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.
(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. While this issuer has little to recommend it competitively, as
against other so-called "Blank Check Companies", its prospects rest in the
skill and knowledge of management, and of management consultants, including
the principal shareholder, and such acquaintances and credibility they may
command among business brokers and promoters looking for dormant public
companies. Management is currently receiving regular unsolicited proposals
from businesses and business brokers for possible business combinations.
Mr. James and Mr. Sifford (see Item 4 and 5 of this Part), the Issuer's
Officers and Directors, have been engaged, independently, and more recently
together, in evaluating business opportunities and assisting development
stage issuers in merger and acquisition transactions. The chief competitive
advantage of this Issuer lies in the knowledge, skill and experience of
management, and the managers reputation in the business community in which
they are active. This Issuer 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
months.
(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.
<PAGE>
(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 Issuer would expect to comply with NASD
regulations, to the extent that any such regulations are applicable to the
conduct of the Issuer'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.
(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 Issuer 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 Issuer 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 Issuer
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 Issuer's Management, Mr.
James and Mr. Sifford, are in continuous receipt of proposals from
high-technology, telecommunication and internet projects, some new start-ups,
some with significant research and development in progress. It has not been
found to be necessary for this Issuer 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 may be
selected within the next three to six months, and that an acquisition would be
completed within the next twelve months. In the event that these time tables do
not prove true, the Issuer will continue its evaluation of opportunities until a
business combination is accomplished, no matter how long it may take.
<PAGE>
Cash Requirements and of Need for additional funds, twelve months. This
Company has no immediate need for current capital formation in its present
pre-development stage from outside sources. This means that the Issuer 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 Issuer'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 Issuer in its present
condition, without businesses, revenues, or income producing assets.
Reference is made to Note 3, DEVELOPMENT STAGE COMPANY, of the Issuer'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 Issuer 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 Issuer 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 shareholders, for costs involved in
maintenance of corporate franchise and filing reports as may be required, when
and if this 1934 Act registration is effective.
(i) Summary of Product Research and Development. None.
(ii) Expected purchase or sale of plant and significant equipment. None.
(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 Issuer'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.
<PAGE>
(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 Issuer 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 Issuer 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 Issuer would arise
only when targeted business or assets have been identified. Until such time,
this Issuer 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 Issuer 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 Issuer.
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Item 3. Description of Property.
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The Issuer has no property and enjoys the non-exclusive use of offices and
telephone of its officers and attorneys.
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 Issuer 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
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OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
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Name and Address of Beneficial Owner Actual % Attributed %
Shares Shares
Owned Owned
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<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
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J. Dan Sifford, Jr.(1) 2,500,000 9.04 20,000,000 9.04
62 Bay Heights Drive
Miami, Florida 33133
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All Officers and Directors as a Group 5,000,000 18.08 20,000,000 18.08
====================================================================================================================================
Intrepid International S.A.(1) 15,000,000 54.24 20,000,000 54.24
PO Box 8807
Panama 5 Panama
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Total "Other 5% Owners" of the Issuer 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 7 of this Part, RELATIONSHIPS AND RELATED
TRANSACTIONS for disclosure of the relationships between these affiliated
shareholders.
(c) Changes in Control. There are no arrangements known to Registrant, 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
Issuer is searching for a profitable business opportunity, it is to be expected
that a change of control might be contemplated when such a target is identified.
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Item 5. Directors, Executive Officers, Promoters and Control Persons.
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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 Company'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. During the past five years Mr. James has been
involved in the valuation, sale and acquisition of numerous private businesses
and planning for the entry of private corporations into the public market place.
J. Dan Sifford, Jr., has been Secretary-Treasurer of the Company 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
<PAGE>
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, among them: Indiasa
Securities Corporation, to structure the financing necessary to facilitate the
transactions; Indiasa Aviation Corporation, to serve as an all cargo airline
operating large cargo aircraft throughout Latin America; and Overseas Aviation
Corporation, to buy, sell, lease and broker aircraft, and to provide services to
Indiasa Aviation Corporation and to other airlines. Indiasa, which is the parent
company of all the Panamanian companies formed by Mr. Sifford, operates, through
its partially owned subsidiary, Robmar International, S. A., plants in Argentina
and Brazil which produce high temperature, high pressure lubricants and
sealants. For twelve years ending in 1982, it operated, through its partially
owned subsidiaries Indiasa Aviation Corporation and Overseas Aviation
Corporation, an all cargo airline based at Miami International Airport and
serving points throughout Central and South America and Africa. 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.
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Item 6. Executive Compensation.
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Each of the two Officer/Directors have been issued 2,500,000 new investment
shares of stock, for present service and incentive purposes, in connection with,
and as a part of the initial issuance of 20,000,000 shares for organization. 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.
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Item 7. Certain Relationships and Related Transactions.
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Intrepid International, S. A. ("Intrepid") is the principal shareholder of
this Issuer. The Officers and Directors of this Issuer 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.
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
<PAGE>
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, one of the most prestigious law firms in Panama
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.
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.
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 Issuer Registrant.
<PAGE>
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PART II
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<PAGE>
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Item 1.
Market Price of and Dividends on Registrant's Common Equity
and Shareholder Matters Equity and Shareholder Matters.
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(a) Market Information. The Common Stock of this Issuer is cleared for quotation
Over the Counter in the Pink Sheets, only recently. To the best of the Issuer's
knowledge and belief, there has been no market activity, buying or selling, of
the common stock of this Issuer, in brokerage transactions.
(b) Holders. There are 53 shareholders of the common stock of this Issuer.
(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.
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Item 2. Legal Proceedings.
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There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Issuer.
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Item 3. Changes in and Disagreements with Accountants.
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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 Issuer.
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Item 4. Recent Sales of Unregistered Securities.
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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 Issuer. These were new investment shares
issued pursuant to ss.4(2) of the Securities Act of 1933.
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 about March 31,
1998. No warrants have been exercised to date, and time remains until the end of
August for their exercise. The Offering closed about May 15, 1998, the maximum
200 Units having been placed for $200,000.00 cash. The placement was made to and
among 19 accredited investors.
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.
<PAGE>
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Item 5. Indemnification of Officers and Directors.
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None.
<PAGE>
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PART F/S
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<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
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Revenues -0- -0- -0-
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Operating Expenses 7,325 191,257 152
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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
================================================================================
<PAGE>
- --------------------------------------------------------------------------------
PART III
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Item 1. Index to Exhibits.
- --------------------------------------------------------------------------------
Exhibit Index
<TABLE>
<CAPTION>
======================================================================================
Exhibit Table Category / Description of Exhibit Page
Table Number
#
- --------------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------------
<S> <C> <C>
F-1 Audited Financial Statements: for the the three months ended March 31,
1999, and for the years ended December 31, 1998 and 1997. 18
- --------------------------------------------------------------------------------------
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. 28
- --------------------------------------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
- --------------------------------------------------------------------------------------
2.1 Articles of Incorporation: DP Charters, Inc., a Nevada Corportation
- --------------------------------------------------------------------------------------
2.2 By-Laws: DP Charters, Inc.
- --------------------------------------------------------------------------------------
[3] INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS
- --------------------------------------------------------------------------------------
3 Specimen Certificate: Class A Common Voting Equity Stock
======================================================================================
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<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>
[CROUCH, BIERWOLF & CHISHOLM LETTERHEAD]
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.
/s/ Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
July 8, 1999
3
<PAGE>
D P Charters, Inc.
(a Development Stage Company)
Balance Sheets
Assets
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
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
========= ========= =========
</TABLE>
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>
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<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 15,000 16,000 20,000
Accounts receivable 600
TOTAL OTHER ASSETS 15,600 16,000 20,000
--------- --------- ---------
TOTAL ASSETS $ 21,596 $ 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 26,406,000 shares respectively 26,406 26,400 23,808
Additional Paid-In Capital 194,194 193,600 115,192
Accumulater Equity (Deficit) (199,004) (191,679) (152)
--------- --------- ---------
Total Stockholders' Equity 21,596 28,321 138,848
--------- --------- ---------
TOTAL STOCKHOLDERS' EQUITY $ 21,596 $ 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 (1,000) (4,000) -0-
------------- ------------ ------------
Net Loss from Operations (6,325) (187,527) (152)
Net Income (Loss) $ (7,325) $ (191,527) $ (152)
============= ============ ============
Loss per Share $ (.00028) $ (.00725) $ -0-
============= ============ ============
Weighted Average
Shares Outstanding 26,403,000 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 6,000 6 594
Loss during period ended
June 30,1999 (7,325)
----------- ------- -------- --------- --------
Balance at June 30, 1999 26,406,000 $26,406 $194,194 $(199,004) $ 21,596
</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) $ (7,325) $(191,527) $ (152)
Less items not effecting cash (amortization) 1,000 4,000 -0-
--------- --------- ---------
Net Cash from Operations (6,325) (187,527) (152)
Cash Increase (Decrease) sale of Common Stock 600 81,000 119,000
Cash Increase (Decrease) accounts receivable (600)
--------- --------- ---------
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. It is the intent of management to acquire
and operate small to medium sized fishing and pleasure motor yachts. The
Board of Directors and Shareholders of the Company have authorized the
issuance of a minimum of 5,600,000, and a maximum of 6,400,000 of its
Common Shares in a Regulation D, 504 offering. As of the date of these
statements 6,406,000 shares have been sold pursuant to that offering.
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 1999, 6,000 shares of Common Stock, were issued in exchange for cash in
the amount of $600.
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
- --------------------------------------------------------------------------------
Exhibit 2.1
Articles of Incorporation:
DP Charters, Inc., a Nevada Corportation
- --------------------------------------------------------------------------------
<PAGE>
Exh. 2.1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
DEC 18 1997
No. C28451-97
------------------
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
DP Charters, Inc.
Article I. The name of the Corporation is DP Charters, Inc.
Article II. Its principal and registered office in the State of Nevada is
774 Mays Boulevard, Suite 10, Incline Village NV 89451. The initial registered
agent for services of process at tat address is N&R Ltd. Group, Inc. a Nevada
Corporation.
Article III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict wit the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
Article IV. The corporation shall have authority to issue an aggregate of
One Hundred Million (100,000,000) shares of common voting equity stock of par
value one mil ($0.00 1) per share, and no other class or classes of stock, for a
total capitalization of $100,000. The corporation's capital stock may be sold
from time to time for such consideration as may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than par value.
Article V. No shareholder shall be entitled to any preemptive or
preferential fights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
Article VI. The affairs of the corporation shall be governed by a Board of
Directors of not less than one (1) nor more than (7) persons. The Incorporator
WILLIAM STOCKER ATTORNEY AT LAW, 219 Broadway Suite 261, Laguna Beach CA 92651
shall serve as sole initial director.
Article VII. The Capital Stack, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
Article VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
Article LX. The name and address of the Incorporator (Initial Director) of
the corporation is WILLIAM STOCKER ATTORNEY AT LAW, 219 Broadway Suite 261,
Laguna Beach CA 92651.
<PAGE>
ARTICLES OF INCORPORATION OF
DP Charters, Inc.
December 16, 1997 Page 2
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day, December 16, 1997.
/s/ WILLIAM STOCKER
WILLIAM STOCKER
ATTORNEY AT LAW
INCORPORATOR
- --------------------------------------------------------------------------------
Exhibit 2.2
By-Laws: DP Charters, Inc.
- --------------------------------------------------------------------------------
<PAGE>
BY-LAWS
OF
DP CHARTERS, INC.
ARTICLE I - OFFICES
1. REGISTERED OFFICE AND AGENT
The registered office of the corporation shall be maintained at
24843 Del Prado
Suite 318
Dana Point, CA 92629
The registered office or the registered agent, or both, may be changed by
resolution of the board of directors, upon filing the statement required by law.
2. PRINCIPAL OFFICE
The principal office of the corporation shall be at
24843 Del Prado
Suite 318
Dana Point, CA 92629
provided that the board of directors shall have power to change the location of
the principal office in its discretion.
3. OTHER OFFICES
The corporation may also maintain other offices at such places within or
without the State of Nevada as the board of directors may from time to time
appoint or as the business of the corporation may require.
ARTICLE II - SHAREHOLDERS
1. PLACE OF MEETING
All meetings of shareholders, both regular and special, shall be held
either at the principal office of the corporation in Nevada or at such other
places, either within or without the state, as shall be designated in the notice
of the meeting.
2. ANNUAL MEETING
The annual meeting of shareholders for the election of directors and for
the transaction of all other business which may come before the meeting shall be
held on the 15th day of April in each year (if not a legal holiday and, if a
legal holiday, then on the next business day following) at the hour specified in
the notice of meeting.
If the election of directors shall not be held on the day above designated
for the annual meeting, the board of directors shall cause the election to be
held as soon thereafter as conveniently may be at a special meeting of the
shareholders called for the purpose of holding such election.
The annual meeting of shareholders may beheld for any other purpose in
addition to the election of directors which may be specified in a notice of such
meeting. The meeting may be called
1
<PAGE>
by resolution of the board of directors or by a writing filed with the secretary
signed either by a majority of the directors or by shareholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote at any such meeting.
3. NOTICE OF SHAREHOLDERS' MEETING
A written or printed notice stating the place, day and hour of the meeting,
and in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) more than fifty (50) days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, secretary or the officer or person calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
share transfer books of the corporation, with postage thereon prepaid.
4. VOTING OF SHARES
Each outstanding share with voting privileges, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation or by
law.
Treasury shares, shares of its own stock owned by another corporation the
majority of the voting stock of which is owned or controlled by this
corporation, and shares of its own stock held by this corporation in a fiduciary
capacity shall not be voted, directly or indirectly, at any meeting, and shall
not be counted in determining the total number of outstanding shares at any
given time.
A shareholder may vote either in person or by proxy executed in writing by
the shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable, and in no event shall it remain irrevocable for a
period of more than eleven (11) months.
At each election for directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected and
for whose election he has a right to vote, or unless prohibited by the articles
of incorporation, to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by distributing such votes on the same principal among any number of such
candidates. Any shareholder who intends to cumulate his votes as herein
authorized shall give written notice of such intention to the secretary of the
corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes.
5. CLOSING TRANSFER BOOKS AND FIXING RECORD DATE
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may provide
that the share transfer books shall be closed for a stated period not exceeding
fifty (50) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the by-laws
or in the absence of an applicable by-law the board of directors, may fix i n
advance a date as the record date for any such determination of shareholders,
not later than fifty (50) days and, in case of a meeting of shareholders, not
earlier than ten (10) days prior to the date on which the particular action,
requiring such determination of shareholders is to be taken. If the share
2
<PAGE>
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof, except where the determination has been made through the closing of
share transfer books and the stated period of closing has expired.
6. QUORUM OF SHAREHOLDERS
Unless otherwise provided in the articles of incorporation, the holders of
a majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders, but in no event shall a
quorum consist of the holders of less than one-third (1/3) of the shares
entitled to vote and thus represented at such meeting. The vote of the holders
of a majority of the shares entitled to vote and thus represented at a meeting
at which a quorum is present shall be the act of the shareholders' meeting,
unless the vote of a greater number is required by law, the articles of
incorporation of the by-laws.
7. VOTING LISTS
The officer or agent having charge of the share transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged i n alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share transfer books shall be prima-facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote any
meeting of shareholders.
8. INFORMAL ACTION BY STOCKHOLDERS
Any action required or permitted to be taken at a meeting of the
stockholders may be taken without meeting if a written consent thereto is signed
by the stockholders holding at least a majority of the voting power, except that
if a different proportion of voting power is required for such an action at a
meeting, then that proportion of written consent is required; provided however,
that written notice of any action so taken must be promptly given to all
stockholders
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS
The business and affairs of the corporation shall be managed by a board of
directors. Directors need not be residents of the State of Nevada nor be
shareholders in the corporation.
2. NUMBER AND ELECTION OF DIRECTORS
The number of directors shall be 3 provided that the number may be
increased or decreased from time to time by an amendment to these by-laws, but
no decrease shall have the effect of shortening the term of any incumbent
director. At each annual election the shareholders shall elect directors to hold
office until the next succeeding annual meeting.
3
<PAGE>
3. VACANCIES
Any vacancy occurring in the board of directors may be filled by the
affirmative vote of the remaining directors, though less than a quorum of the
board. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled b y reason of
an increase in the number of directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose.
4. QUORUM OF DIRECTORS
A majority of the board of directors shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors.
5. ANNUAL MEETING OF DIRECTORS
Within thirty days after each annual meeting of shareholders the board of
directors elected at such meeting shall hold an annual meeting at which they
shall elect officers and transact such other business as shall come before the
meeting.
6. REGULAR MEETING OF DIRECTORS
A regular meeting of the board of directors may be held at such time as
shall be determined from time to time by resolution of the board of directors.
7. SPECIAL MEETINGS OF DIRECTORS
The secretary shall call a special meeting of the board of directors
whenever requested to do so by the president or by two directors. Such special
meeting shall be held at the time specified in the notice of meeting.
8. PLACE OF DIRECTORS' MEETINGS
All meetings of the board of directors (annual, regular or special) shall
be held either at the principal office of the corporation or at such other
place, either within or without the State of Nevada, as shall be specified in
the notice of meeting.
9. NOTICE OF DIRECTORS' MEETINGS
All meetings of the board of directors (annual, regular or special) shall
be held upon five (5) days' written notice stating the date, place and hour of
meeting delivered to each director either personally or by mail or at the
direction of the president or the secretary or the officer or person calling the
meeting.
In any case where all of the directors execute a waiver of notice of the
time and place of meeting, no notice thereof shall be required, and any such
meeting (whether annual, regular or special) shall be held at the time and at
the place (either within or without the State of Nevada) specified in the waiver
of notice. Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.
4
<PAGE>
10. COMPENSATION
Directors, as such, shall not receive any stated salary for their services,
but b y resolution of the board of directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each annual, regular or
special meeting of the board, provided, that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
11. ACTION BY CONSENT OF DIRECTORS
In lieu of a formal meeting, action may be taken by unanimous written
consent of the directors.
ARTICLE IV - OFFICERS
1. OFFICERS ELECTION
The officers of the corporation shall consist of a president, one or more
vice-presidents, a secretary, and a treasurer. All such officers shall be
elected at the annual meeting of the board of directors provided for in Article
III, Section 5. If any office is not filled at such annual meeting, it may be
filled at any subsequent regular or special meeting of the board. The board of
directors at such annual meeting, or at any subsequent regular or special
meeting may also elect or appoint such other officers and assistant officers and
agents as may be deemed necessary. Any two or more offices may be held by the
same person, except the offices of president and secretary.
All officers and assistant officers shall be elected to serve until the
next meeting of directors (following the next annual meeting of shareholders) or
until their successors are elected; provided, that any officer or assistant
officer elected or appointed by the board of directors may be removed with or
without cause at any regular or special meeting of the board whenever in the
judgment of the board of directors the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any agent appointed shall serve for
such term, not longer than the next annual meeting of the board of directors, as
shall be specified, subject to like right of removal by the board of directors.
2. VACANCIES
If any office becomes vacant for any reason, the vacancy may be filled by
the board of directors.
3. POWER OF OFFICERS
Each officer shall have, subject to these by-laws, in addition to the
duties and powers specifically set forth herein, such powers and duties as are
commonly incident to this office and such duties and powers as the board of
directors shall from time to time designate. All officers shall perform their
duties subject to the directions and under the supervision of the board of
directors. The president may secure the fidelity of any and all officers by bond
or otherwise.
4. PRESIDENT
The president shall be the chief executive officer of the corporation. He
shall preside at all meetings of the directors and shareholders. He shall see
that all orders and resolutions of the board are carried out, subject however,
to the right of the directors to delegate specific powers, except such as may be
by statute exclusively conferred on the president, to any other officers of the
corporation.
5
<PAGE>
He or any vice-president shall execute bonds, mortgages and other
instruments requiring a seal, in the name of the corporation, and, when
authorized by the board, he or any vice-president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the signature of either the secretary or an assistant secretary. He or any
vice-president shall sign certificates of stock.
The President shall be ex-officio a member of all standing committees.
He shall submit a report of the operations of the corporation for the year
to the directors at their meeting next preceding the annual meeting of the
shareholders and to the shareholders at their annual meeting.
5. VICE-PRESIDENTS
The vice-president shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president, and they shall
perform such other duties as the board of directors shall prescribe.
6. THE SECRETARY AND ASSISTANT SECRETARIES
The secretary shall attend all meetings of the board and all meetings of
the shareholders and shall record all votes and the minutes of all proceedings
and shall perform like duties for the standing committees when required. He
shall give or cause to be given notice of all meetings of the shareholders and
all meetings of the board of directors and shall perform such other duties as
may be prescribed by the board. He shall keep in safe custody the seal of the
corporation, and when authorized by the board, affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his signature or by
the signature of an assistant secretary.
The assistant secretary shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary, and they
shall perform such other duties as the board of directors shall prescribe.
In the absence of the secretary or an assistant secretary, the minutes of
all meetings of the board and shareholders shall be recorded by such person as
shall be designated by the president or by the board of directors.
7. THE TREASURER AND ASSISTANT TREASURERS
The treasurer shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.
The treasurer shall disburse the funds of the corporation as may be ordered
by the board of directors, taking proper vouchers for such disbursements. He
shall keep and maintain the corporation's books of account and shall render to
the president and directors an account of all of his transactions as treasurer
and of the financial condition of the corporation and exhibit his books, records
and accounts to the president or directors at any time. He shall disburse funds
for capital expenditures as authorized by the board of directors and in
accordance with the orders of the president, and present to the president for
his attention any requests for disbursing funds if in the judgment of the
treasurer any such request is not property authorized. He shall perform such
other duties as may be directed by the board of directors or by the president.
If required by the board of directors, he shall give the corporation a bond
in such sum and with such surety or sureties as shall be satisfactory to the
board for the faithful performance of
6
<PAGE>
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
The assistant treasurers in the order of their seniority shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer, and they shall perform such other duties as the board
of directors shall prescribe.
ARTICLE V - CERTIFICATES OF STOCK: TRANSFER. ETC.
I. CERTIFICATES OF STOCK
The certificates for shares of stock of the corporation shall be numbered
and shall be entered in the corporation as they are issued. They shall exhibit
the holder's name and number of shares and shall be signed by the president or a
vice-president and the secretary or an assistant secretary and shall be sealed
with the seal of the corporation or a facsimile thereof. If the corporation has
a transfer agent or a registrar, other than the corporation itself or an
employee of the corporation, the signatures of any such officer may be
facsimile. In case any officer or officers who shall have signed or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before said certificate may
nevertheless be issued by the corporation with the same effect as though the
person or persons who signed such certificates or whose facsimile signature or
signatures shall have been used thereon had been such officer or officers at the
date of its issuance. Certificates shall be in such form as shall in conformity
to law be prescribed from time to time by the board of directors.
The corporation may appoint from time to time transfer agents and
registrars, who shall perform their duties under the supervision of the
secretary.
2. TRANSFERS OF SHARES
Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction upon its books.
3. REGISTERED SHAREHOLDERS
The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not is shall have express or
other notice thereof, except as otherwise provided by law.
4. ISSUANCE OF ADDITIONAL SHARES
The corporation shall be enabled to issue additional common shares or to
create additional classes of stock, however any such issuance shall require
approval by three quarters (75%) of the then outstanding shares.
5. LOST CERTIFICATE
The board of directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost, when
authorizing such issue of a new certificate or certificates, the board of
directors in its
7
<PAGE>
discretion and as a condition precedent to the issuance thereof, may require the
owner of such lost or destroyed certificate or certificates or his legal
representatives to advertise the same in such manner as it shall require or to
give the corporation a bond with surety and in form satisfactory to the
corporation (which bond shall also name the corporation's transfer agents and
registrars, if any, as obligees) in such sum as it may direct as indemnity
against any claim that may be made against the corporation or other obligees
with respect to the certificate alleged to have been lost or destroyed, or to
advertise and also give such bond.
ARTICLE VI - DIVIDEND
1. DECLARATION
The board of directors may declare at any annual, regular or special
meeting of the board and the corporation may pay, dividends on the outstanding
shares in cash, property or in the shares of the corporation to the extent
permitted by, and subject to the provisions of, the laws of the State of Nevada.
2. RESERVES
Before payment of any dividend there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the directors from
time to time in their absolute discretion think proper as a reserve fund to meet
contingencies or for equalizing dividends or for repairing or maintaining any
property of the corporation or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may
abolish any such reserve m the manner in which it was created.
ARTICLE VII - MISCELLANEOUS
1. INFORMAL ACTION
Any action required to be taken or which may be taken at a meeting of the
shareholders, directors or members of the executive committee, may be taken
without a meeting if a consent i n writing setting forth the action so taken
shall be signed by all of the shareholders, directors, or members of the
executive committee, as the case may be, entitled to vote with respect to the
subject matter thereof, and such consent shall have the same force and effect as
a unanimous vote of the shareholders, directors, or members of the executive
committee, as the case may be, at a meeting of said body.
2. SEAL
The corporate seal shall be circular in form and shall contain the name of
the corporation, the year of its incorporation and the name "NEVADA". The seal
may be used by causing it or a facsimile to be impressed or affixed or in any
other manner reproduced. The corporate seal may be altered by order of the board
of directors at any time.
3. CHECKS
All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the board
of directors may from time to time designate.
4. FISCAL YEAR
The fiscal year of the corporation shall be determined by resolution of the
Board of Directors.
8
<PAGE>
5. DIRECTORS' ANNUAL STATEMENT
The board of directors shall present at each annual meeting of shareholders
a full and clear statement of the business and condition of the corporation.
6. CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS
If the articles of incorporation of the corporation and each certificate
representing it s issued and outstanding shares states that the business and
affairs of the corporation shall be managed by the shareholders of the
corporation rather than by a board of directors, then, whenever the context so
requires by the shareholders of the corporation shall be deemed the directors of
the corporation for purposes of applying any provision of these bylaws.
7. AMENDMENTS
(a) By Directors
The board of directors may amend or repeal the by-laws, or adopt new
by-laws, unless:
1. The Articles of Incorporation or the State reserves the power
exclusively to the shareholders in whole or in part; or
2. The shareholders in amending, repealing or adopting a particular by-law
expressly provide that the board of directors may not amend that by-law.
(b) By Shareholders
Unless the Articles of Incorporation or by-law adopted by the shareholders
provides otherwise as to all or some portion of the by-laws, the shareholders
may amend, repeal or adopt the by-laws even though the by-laws may also be
amended, repealed or adopted by the board of directors.
The above by-laws approved and adopted by the Board of Directors on
December 18, 1997.
/s/ Kirt W. James, President
--------------------------------------
Kirt W. James, President
9
- --------------------------------------------------------------------------------
Exhibit 3
Specimen Certificate:
Class A Common Voting Equity Stock
- --------------------------------------------------------------------------------
<PAGE>
Number DP Charters, Inc. Shares
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
COMMON VOTING STOCK CUSIP NO 23328Y 10 2 COMMON VOTING STOCK
AUTHORIZED: 100,000,000
SHARES PAR VALUE: $0.001 FULLY PAID AND NON-ASSESSABLE
THIS CERTIFIES THAT S P E C I M E N
IS THE REGISTERED HOLDER OF S P E C I M E N
SHARES OF THE COMMON STOCK of DP Charters, Inc., a Nevada Corporation,
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed. Witness the
facsimile Seal of the Corporation and the facsimile Signatures of its duly
authorized officers.
SPECIMEN
Not Valid Unless
Initialed by Transfer Agent
By Authorized Initial
MADISON STOCK TRANSFER, INC.
P.O. Box 145
BROOKLYN NY 11229
=======================
DP Charters, Inc.
J Dan Sifford Jr. Corporate Seal Kirt W. James
President NEVADA Secretary
=======================
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