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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES AND EXCHANGE ACT OF 1934
PAGE ACTIVE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0292249
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(State of organization) (I.R.S. Employer Identification No.)
318 N. Carson St., #208, Carson City, NV 89701
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(Address of principal executive offices)
Registrant's telephone number, including area code (954) 474-8177
Registrant's Agent: ParaCorp Incorporated, 318 N. Carson St., #208, Carson City,
NV 89701
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
Preferred Stock, $0.001 par value per share
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
BACKGROUND
Page Active Holdings, Inc. (the "Company") is a Nevada corporation formed on
December 18, 1992. Its principal place of business is located at 318 N.
Carson St., #208, Carson City, NV 89701. The Company was originally
incorporated as The Flintlock Company. Later it was necessary for the Company
to change its name to The Old American Flintlock Company when it was
reinstated on January 9, 1996. Then, on February 12, 1998, the Company
changed its name to American Flintlock Company. The latest change occurred on
May 18, 1999, when the Company once again changed its name to Page Active
Holdings, Inc. The Company has been in the developmental stage since
inception and has no operating history other than organizational matters.
The Company was incorporated by Mr. Lewis Eslick, who was a former director,
officer, and shareholder of the Company. He no longer holds any position with
the Company, and holds none of the Company's stock.
Initially, shares of common stock of the Company were issued to Mr. Lewis
Eslick and Mrs. Leslie Eslick, both of whom constituted the original board of
the Company. Mrs. Eslick was issued 1,950,000 shares of common stock, while
Mr. Eslick received 2,150,000 shares. Mr. Eslick sold or gifted his shares to
six friends and business acquaintances in transactions exempt from
registration pursuant to section 4(1) of the Securities Act of 1933, as
amended (the "Act"). Three of those individuals sold or gifted shares to a
total of 30 individuals in transactions that were also exempt from
registration pursuant to section 4(1). All such transactions took place prior
to or during July, 1993. Beginning in July, 1999 to October, 1999, the
shareholders made a series of transfers, which resulted in 1,120
shareholders, as of October 4, 1999. These 1999 transfers were made in
open-market transactions on the OTC-Bulletin Board. As of the date of this
Registration Statement, the Company has 1,207 shareholders.
Originally, the Company's Articles of Incorporation authorized 5,000,000
shares of Common Stock with a par value of $0.001 per share, and 1,000,000
shares of Preferred Stock with a par value of $0.001 per share. On February
12, 1998, the Company amended its Articles of Incorporation to increase the
authorized capital stock to 50,000,000 shares of Common Stock with the same
par value, and 10,000,000 shares of Preferred Stock with the same par value.
The Company cancelled the certificate issued to Mrs. Leslie Eslick for the
1,950,000 restricted shares on May 14, 1999, which made the then issued and
outstanding stocks 2,150,000. This decision was later ratified by the Company
on June 8, 1999. On May 18, 1999, Company approved a forward stock split to
be applied to the 2,150,000 issued and outstanding shares on a 5:1 basis,
increasing the total issued and outstanding shares to 10,750,000.
In May 1999, the Company raised $418,946 through the private sale of
8,378,920 shares to one entity at a purchase price of $0.05 per share. The
shares have no registration rights and were issued in accordance with Rule
144. There are currently 19,128,920 shares issued and outstanding, of which
8,378,920 shares are restricted securities under Rule 144.
On June 8, 1999, the Company designated 5,000,000 shares of the preferred
stock as Series "A." The Series "A" preferred stock is entitled to
eleven votes, noncumulative dividends as determined by the board, is
not entitled to any distributions of the assets of the Company in the
event of any liquidation,
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dissolution, or winding up, and will have limited registration rights. None
of the Series "A" has been issued.
BUSINESS OF THE COMPANY
The Company's plan is to seek, investigate, and if such investigation
warrants, acquire an interest in one or more business opportunities presented
to it by persons or firms desiring the perceived advantages of a publicly
held corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific business
or company, and the Company has not identified any specific business or
company for investigation and evaluation. Management is actively seeking
acquisition candidates. The Company will not restrict its search to any
specific business, industry, or geographical location, and may participate in
business ventures of virtually any kind or nature. Discussion of the proposed
business under this caption and throughout this Registration Statement is
purposefully general and is not meant to restrict the Company's virtually
unlimited discretion to search for and enter into a business combination.
The Company may seek a combination with a firm which only recently commenced
operations, or a developing company in need of additional funds to expand
into new products or markets or seeking to develop a new product or service,
or an established business which may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company. In some instances, a business
opportunity may involve acquiring or merging with a corporation which does
not need substantial additional cash but which desires to establish a public
trading market for its common stock. The Company may purchase assets and
establish wholly-owned subsidiaries in various businesses or purchase
existing businesses as subsidiaries.
Selecting a business opportunity will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in
some industries, and shortages of available capital, management believes that
there are numerous firms seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded corporation may
include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for the principals of a
business, creating a means for providing incentive stock options or similar
benefits to key employees, providing liquidity (subject to restrictions of
applicable statutes) for all shareholders, and other items. Potentially
available business opportunities may occur in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
extremely difficult and complex.
Management believes that the Company may be able to benefit from the use of
"leverage" to acquire a target company. Leveraging a transaction involves
acquiring a business while incurring significant indebtedness for a large
percentage of the purchase price of that business. Through leveraged
transactions, the Company would be required to use less of its available
funds to acquire a target company and, therefore, could commit those funds to
the operations of the business, to combinations with other target companies,
or to other activities. The borrowing involved in a leveraged transaction
will ordinarily be secured by the assets of the acquired business. If that
business is not able to generate sufficient revenues to make payments on the
debt incurred by the Company to acquire that business, the lender would be
able to exercise the remedies provided by law or by contract. These
leveraging techniques, while reducing the amount of funds that the Company
must commit to acquire a business, may correspondingly increase the risk of
loss to the Company. No assurance can be given as to the terms or
availability of financing for any acquisition by the Company. During periods
when interest rates are relatively high, the benefits of leveraging are not
as great as during periods of lower interest rates, because the investment in
the business held on a leveraged basis will only be profitable if it
generates sufficient revenues to cover the related debt and other costs of
the financing. Lenders from which the Company may obtain funds for purposes
of
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a leveraged buy-out may impose restrictions on the future borrowing,
distribution, and operating policies of the Company. It is not possible at
this time to predict the restrictions, if any, which lenders may impose, or
the impact thereof on the Company.
The Company has insufficient capital with which to provide the owners of
businesses significant cash or other assets. Management believes the Company
will offer owners of businesses the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than is
required to conduct an initial public offering. The owners of the businesses
will, however, incur significant post-merger or acquisition registration
costs in the event they wish to register a portion of their shares for
subsequent sale. The Company will also incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing financial statements, agreements, and related
reports and documents. Nevertheless, the officers and directors of the
Company have not conducted market research and are not aware of statistical
data which would support the perceived benefits of a merger or acquisition
transaction for the owners of a businesses. The Company does not intend to
make any loans to any prospective merger or acquisition candidates or to
unaffiliated third parties.
The Company will not restrict its search for any specific kind of firms, but
may acquire a venture which is in its preliminary or development stage, which
is already in operation, or in essentially any stage of its corporate life.
It is impossible to predict at this time the status of any business in which
the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.
SOURCES OF OPPORTUNITIES
The Company will seek a potential business opportunities from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business
and professional people. It is not presently anticipated that the Company
will engage professional firms specializing in business acquisitions or
reorganizations.
Management will rely upon their own efforts and, to a much lesser extent, the
efforts of the Company's shareholders, in accomplishing the business purposes
of the Company. It is not anticipated that any outside consultants or
advisors, other than the Company's legal counsel and accountants, will be
utilized by the Company to effectuate its business purposes described herein.
There have been no discussions, understandings, contracts or agreements
with any outside consultants and none are anticipated in the future.
As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be
approved by the Company's Board of Directors and will be in accordance with
the industry standards. Such fees are customarily between 1% and 10% of the
size of the transaction, based upon a sliding scale of the amount involved.
Such fees are typically in the range of 10% on a $1,000,000 transaction
ratably down to 1% in a $4,000,000 transaction. Management has adopted a
policy that such a finder's fee or real estate brokerage fee could, in
certain circumstances, be paid to any employee, officer, director or 5%
shareholder of the Company, if such person plays a material role in bringing
a transaction to the Company.
The Company will not have sufficient funds to undertake any significant
development, marketing, and manufacturing of any products which may be
acquired. Accordingly, if it acquires the rights to a product, rather than
entering into a merger or acquisition, it most likely would need to seek debt
or equity financing or obtain funding from third parties, in exchange for
which the Company would probably be required to give up a substantial portion
of its interest in any acquired product. There is no assurance that
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the Company will be able either to obtain additional financing or to interest
third parties in providing funding for the further development, marketing and
manufacturing of any products acquired.
EVALUATION OF OPPORTUNITIES
The analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company. Management intends
to concentrate on identifying prospective business opportunities which may be
brought to its attention through present associations with management. In
analyzing prospective business opportunities, management will consider, among
other factors, such matters as the opportunity's:
1. available technical, financial and managerial resources;
2. working capital and other financial requirements;
3. history of operation, if any;
4. prospects for the future;
5. present and expected competition;
6. quality and experience of management services which may be available
and the depth of that management;
7. potential for further research, development or exploration;
8. specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company;
9. the potential for growth or expansion;
10. potential for profit;
11. perceived public recognition or acceptance of products, services or
trades; and
12. name identification and/or branding.
Management will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors.
Opportunities in which the Company participates will present certain risks,
many of which cannot be identified adequately prior to selecting a specific
opportunity. The Company's shareholders must, therefore, depend on Company
management to identify and evaluate such risks. Promoters of some
opportunities may have been unable to develop a going concern or may present
a business in its development stage (in that it has not generated significant
revenues from its principal business activities prior to the Company's
participation). Even after the Company's participation, there is a risk that
the combined enterprise may not become a going concern or advance beyond the
development stage. Other opportunities may involve new and untested products,
processes, or market strategies which may not succeed. Such risks will be
assumed by the Company and, therefore, its shareholders.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention as
well as substantial costs for accountants, attorneys, and others. If a
decision is made not to participate in a specific business opportunity, the
costs incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a
specific
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business opportunity, the failure to consummate that transaction may
result in the loss by the Company of the related costs incurred.
There is the additional risk that the Company will not find a suitable
target. Management does not believe the Company will generate revenue without
finding and completing a transaction with a suitable target company. If no
such target is found, therefore, no return on an investment in the Company
will be realized, and there will not, most likely, be an active market for
the Company's stock.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, franchise, or licensing agreement with another corporation or
entity. It may also purchase stock or assets of an existing business. Once a
transaction is complete, it is possible that the present management and
shareholders of the Company will not be in control of the Company. In
addition, a majority or all of the Company's officers and directors may, as
part of the terms of the transaction, resign and be replaced by new officers
and directors without a vote of the Company's shareholders.
It is anticipated that securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal
and state securities laws. In some circumstances, however, as a negotiated
element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market which
may develop in the Company's Common Stock may have a depressive effect on
such market.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code
of 1986, as amended (the "Code"). In order to obtain tax free treatment under
the Code, it may be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, the
shareholders of the Company, including investors in this offering, would
retain less than 20% of the issued and outstanding shares of the surviving
entity, which could result in significant dilution in the equity of such
shareholders.
The manner in which the Company participates in an opportunity with a target
company will depend on the nature of the opportunity, the respective needs
and desires of the Company and other parties, the management of the
opportunity, and the relative negotiating strength of the Company and such
other management.
With respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which
the target company's shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will, in
all likelihood, hold a lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may be subject
to significant reduction in the event the Company acquires a target company
with substantial assets. Any merger or acquisition effected by the Company
can be expected to have a significant dilutive effect on the percentage of
shares held by the Company's then shareholders, including purchasers in this
offering.
Management may advance funds which shall be used by the Company in
identifying and pursuing agreements with target companies. Management
anticipates that these funds will be repaid from the
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proceeds of any agreement with the target company, and that any such
agreement may, in fact, be contingent upon the repayment of those funds.
INTELLECTUAL PROPERTY
None.
NEEDED GOVERNMENTAL APPROVALS
The Company is not currently subject to direct regulation by any domestic or
foreign governmental agency, other than regulations applicable to businesses
generally, and laws or regulations directly applicable to access to online
commerce.
COMPETITION
The Company is an insignificant participant among firms which engage in
business combinations with, or financing of, development-stage enterprises.
There are many established management and financial consulting companies and
venture capital firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company. In view of
the Company's limited financial resources and management availability, the
Company will continue to be at significant competitive disadvantage vis-a-vis
the Company's competitors.
EMPLOYEES
The Company's only employee at the present time is Earl T. Shannon, its
President, Secretary, and Treasurer. The Company believes that its employee
relationships are satisfactory. Long term, the Company will attempt to hire
additional employees as needed based on its growth rate.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The following discussion regarding the financial statements of the Company
should be read in conjunction with the financial statements of the Company
included herewith.
OVERVIEW.
The Company has had no operations nor revenues since its inception.
PLAN OF OPERATION - GENERAL
The statements contained in this section include projections of future
results and "forward-looking statements" as that term is defined in Section
27A of the Act, and Section 21E of the Exchange Act. All statements that are
included in this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management believes that the
expectations reflected in these forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
the expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements contained in
these statements.
The primary activity of the Company currently involves seeking a company or
companies that it can acquire or with whom it can merge. The Company has not
selected any company as an acquisition target or merger partner and does not
intend to limit potential candidates to any particular field or industry, but
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does retain the right to limit candidates, if it so chooses, to a particular
field or industry. The Company's plans are in the conceptual stage only. As
such, the Company can be defined as a "shell" company, whose sole purpose at
this time is to locate and consummate a merger or acquisition with a private
entity.
The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules, and
regulations limiting the sale of securities of "blank check" companies in
their respective jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in the Company's securities until such
time as the Company has successfully implemented its business plan.
REGULATION AND TAXATION
The Investment Company Act of 1940 defines an "investment company" as an
issuer which is or holds itself out as being engaged primarily in the
business of investing, reinvesting or trading securities. While the Company
does not intend to engage in such activities, the Company may obtain and hold
a minority interest in a number of development stage enterprises. The Company
could be expected to incur significant registration and compliance costs if
required to register under the Investment Company Act of 1940. Accordingly,
management will continue to review the Company's activities from time to time
with a view toward reducing the likelihood the Company could be classified as
an "investment company".
The Company intends to structure a merger or acquisition in such manner as to
minimize Federal and state tax consequences to the Company and to any target
company.
RESULTS OF OPERATIONS
The following table set forth, for the last two fiscal years, as well as
cumulative from inception, selected financial information for the Company.
The Company is a development stage company as defined in Statement of
Financial Accounting Standards No. 7, "Accounting and Reporting by
Development Stage Enterprises." The Company is devoting substantially all of
its present efforts to establish a new business and its planned principal
operations have not yet commenced. All losses accumulated since inception
have been considered as part of the Company's development stage activities.
<TABLE>
<CAPTION>
Year Ended Year Ended Period from Inception
December 31, 1999 December 31, 1998 (December 18, 1992 to
December 31, 1999)
<S> <C> <C> <C>
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Net revenue $-0- $ -0- $ -0-
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Cost of revenue $-0- $ -0- $ -0-
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Gross profit $-0- $ -0- $ -0-
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General and $93,368 $960 $98,989
administrative expenses
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Net loss $(93,368) $(960) $(98,989)
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Net loss per share, $(0.01) $-0- $(0.01)
basic and diluted
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Weighted average 16,436,763 11,250,000 16,436,763
shares outstanding,
basic and diluted
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</TABLE>
FISCAL YEAR ENDED DECEMBER 31, 1999 AS COMPARED TO FISCAL YEAR ENDED
DECEMBER 31, 1998
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REVENUES
The Company had no revenues for the fiscal years ended December 31, 1999 and
December 31, 1998.
GENERAL AND ADMINISTRATIVE EXPENSES
The Company incurred costs of $93,368 for the fiscal year ended December 31,
1999 as compared to costs of $960 for the fiscal year ended December 31,
1998. The increase in costs is the result of ramping up the Company which was
dormant in 1998. The 1999 costs consist of the following: advertising and
marketing: $1,675; non-cash compensation: $20,000; auto expenses: $4,413;
payroll: $35,000; payroll taxes: $3,150; professional fees: $30,568; travel
and entertainment: $3,329; less interest income of $(4,767).
NET LOSS
As the Company had no revenues and only expenses in 1999 and 1998, the net
loss for each year, consisting entirely of the expenses of the Company, was
$93,368 for the fiscal year ended December 31, 1999 and $960 for the fiscal
year ended December 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
In May 1999, the Company raised $418,946 through the private sale of the
8,378,920 shares to one entity at a purchase price of $0.05 per share. This
private offering is exempt from the registration requirements of the Act
pursuant to Section 4(2) of the Act.
The Company will need to raise additional capital in the next twelve months
to support its operations. This capital may be raised privately or publicly.
As of the date of this document, the Company has no commitments for raising
additional financing.
At December 31, 1999, the Company had outstanding current liabilities of
$9,106, consisting of accrued expenses.
The Company does not believe that inflation has had a significant impact on
its operations since inception of the Company.
ITEM 3. DESCRIPTION OF PROPERTY
The Company neither owns nor leases any real property at this time. The
Company does have the use of a limited amount of office space from its
Resident Agent, Paracorp Incorporated, located at 318 N. Carson St., #208,
Carson City, NV 89701, at no cost to the Company, and management expects this
arrangement to continue. The Company pays its own charges for long distance
telephone calls and other miscellaneous secretarial, photocopying, and
similar expenses. This is a verbal agreement between the Resident Agent and
the Board of Directors. Neither Paracorp Incorporated nor any of its officers
or directors serve as officers or directors of the Company, or are holders of
5% or more of the Company's common stock.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this Prospectus by:
(i) each stockholder known by the Company to be the beneficial owner of more
than five percent of the outstanding Common Stock, (ii) each officer and
director of the Company, and (iii) all directors and officers as a group.
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<TABLE>
<CAPTION>
NAME/ADDRESS SHARES BENEFICIALLY PERCENTAGE
TITLE OF CLASS OF OWNER OWNED OWNERSHIP
<S> <C> <C> <C>
Common Earl T. Shannon 500,000(1) 3%
P.O. Box 7650
Ft. Lauderdale, FL 33338-7650
Common Ronald W. Tupper -0- -0-
P.O. Box 11587,
Bainbridge Island, WA 98110
Common Matthew Gilbert -0- -0-
110 NE 16th Terrace
Ft. Lauderdale, FL 33301
All officers and directors as a group (3 people) 500,000 3%
Common Bekam Investments Ltd.
9461 Charleville Boulevard 8,378,920 44%
Suite 615
Beverly Hills, CA 90212
</TABLE>
Item 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The members of the Board of Directors of the Company serve until the next
annual meeting of the stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
There are no agreements for any officer or director to resign at the request
of any other person, and none of the officers or directors named below are
acting on behalf of, or at the direction of, any other person.
Information as to the directors and executive officers of the Company is as
follows:
Name/Address Age Position
Earl T. Shannon 32 President/Secretary/Treasurer/Director
P.O. Box 7650
Ft. Lauderdale, FL 33338-7650
Ronald W. Tupper 67 Director
P.O. Box 11587,
Bainbridge Island, WA 98110
Matthew Gilbert 30 Director
110 NE 16th Terrace
Ft. Lauderdale, FL 33301
- -----------------------------
(1) Consisting of 500,000 options to purchase shares of common stock of the
Company exercisable at $0.01 per share until May 20, 2004.
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EARL T. SHANNON; PRESIDENT/SECRETARY/TREASURER/DIRECTOR. Earl T. Shannon has
been Officer and Director of the Company since June 8, 1999. From January
1997 and continuing through the present, Mr. Shannon has been the President
of Winthrop Venture Management, Inc., an investment management company based
in Fort Lauderdale, Florida. Winthrop Venture Management, Inc. is also the
General Partner of the Winthrop Venture Fund, Ltd., a private investment
fund. From November 1988 and continuing through the present, Mr. Shannon is
President of Esha, Inc.
RONALD W. TUPPER; DIRECTOR. Ronald W. Tupper has been a Director of the
Company since June 8, 1999. Mr. Tupper has been retired for at least the past
five years, in which he devotes his time to investing. Prior to his
retirement, Mr. Tupper has been an investor with a background of experience
in a variety of areas including plastics manufacturing, the music licensing
business, retail clothing, and banking. He was also involved in several
federal anti-poverty programs including the establishing of Head Start
programs on Indian reservations. After receiving his Ph.D in educational
psychology he worked with children with disabilities in the public schools
and later went into private practice specializing in child and family
problems.
MATTHEW GILBERT; DIRECTOR. Matthew Gilbert has been a Director of the Company
since June 8, 1999. From May 1999 and continuing through the present, Mr.
Gilbert has been the Chairman and CEO of Broadbandit, Inc., an internet
marketing communications firm based in Ft. Lauderdale, Florida. In December
1997, he was hired to build the interactive media arm of Young & Rubicam in
Asia, as Founder, Vice-President and Regional Director of Brand Dialogue,
based in Singapore. In February 1997, he joined Wit Capital, a start-up
company seeking to "level the investment playing field" by partnering with
large investment banks to offer IPO shares to the public, where he helped set
up and market the world's "first full-service investment bank and brokerage
on the internet." From 1994 through 1996, he was Vice-President for DMB&B
Inc., a national interactive company which produces multimedia marketing
assignments.
BLANK CHECK EXPERIENCE
None of the officers or directors have experience with blank-check companies.
FAMILY RELATIONSHIPS
Mr. Earl T. Shannon is the nephew of Mr. Ronald W. Tupper. There are no other
family relationships between any of the officers and directors of the Company.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has not established any committees.
CONFLICTS OF INTEREST
Insofar as the officers and directors are engaged in other business
activities, the officers and directors of the Company may in the future
become shareholders, officers or directors of other companies which may be
formed for the purpose of engaging in business activities similar to those
conducted by the Company. The Company does not currently have a right of
first refusal pertaining to opportunities that come to management's attention
insofar as such opportunities may relate to the Company's proposed business
operations.
The officers and directors are, so long as they are officers or directors of
the Company, subject to the restriction that all opportunities contemplated
by the Company's plan of operation which come to their
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attention, either in the performance of their duties or in any other manner,
will be considered opportunities of, and be made available to the Company and
the companies that they are affiliated with on an equal basis. A breach of
this requirement will be a breach of the fiduciary duties of the officer or
director.
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation under the Securities Act
of 1933 and the Securities Exchange Act of 1934, management believes the
Company will not be subject to regulation under the Investment Company Act of
1940 insofar as the Company will not be engaged in the business of investing
or trading in securities. In the event the Company engages in business
combinations which result in the Company holding passive investment interests
in a number of entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would be required
to register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION.
The Company has entered into an Employment Agreement with Mr. Earl T.
Shannon, the Director and sole Officer, who is also the only employee of the
Company. Within the terms of the Agreement, the Company shall pay Mr. Shannon
a yearly salary, as noted in the table below, as well as a stock option right
to purchase up to 500,000 shares of common stock of the Company for $0.01 per
share. Mr. Shannon is to devote a reasonable amount of his time and attention
to the Company.
11
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------------------------------------------------------
AWARDS PAYOUTS
-------------------------------------------
SECURITIES
OTHER RESTRICTED UNDERLYING LTIP ALL
ANNUAL STOCK AWARDS OPTIONS / PAYOUTS OTHER
NAME AND POSITION YEAR SALARY ($) BONUS ($) COMP. ($) ($) SARS (#) ($) COMP. ($)
- -----------------------------------------------------------------------------------------------------------------------------------
Earl T. Shannon, President,
Secretary and Treasurer 1999 $60,000(2) -0- -0- -0- 500,000 -0- -0-
OPTION /SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------------------------------------
PERCENT OF TOTAL OPTIONS
NUMBER OF SECURITIES / SARS GRANTED TO EXERCISE OR
UNDERLYING OPTIONS / EMPLOYEES IN LAST FISCAL BASE PRICE
NAME SARS GRANTED (#) YEAR ($/SH) EXPIRATION DATE
Earl T. Shannon, President and
Director 500,000 100% $.01/sh May 20, 2004
</TABLE>
- ------------------------------
(2) Under the terms of the Employment Agreement, the Company is obligated to
pay Mr. Earl T. Shannon a reasonably monthly automobile allowance as well as
paying for the reasonable costs of medical insurance coverage on behalf of
Mr. Shannon.
12
<PAGE>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of 50,000,000
shares of Common Stock, $0.001 par value per share, of which 19,128,920 are
issued and outstanding. The shares are non-assessable, without pre-emptive
rights, and do not carry cumulative voting rights. Holders of common shares
are entitled to one vote for each share on all matters to be voted on by the
stockholders. The shares are fully paid, non-assessable, without pre-emptive
rights, and do not carry cumulative voting rights. Holders of common shares
are entitled to share ratably in dividends, if any, as may be declared by the
Company from time-to-time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of the Company, the holders of shares
of common stock are entitled to share on a pro-rata basis all assets
remaining after payment in full of all liabilities.
Management is not aware of any circumstances in which additional shares of
any class or series of the Company's stock would be issued to management or
promoters, or affiliates or associates of either.
PREFERRED STOCK
The Company's Articles of Incorporation authorizes the issuance of 10,000,000
shares of preferred stock, $0.001 par value per share, none of which have
been issued. The Company currently has no plans to issue any preferred stock.
The Company's Board of Directors has the authority, without action by the
shareholders, to issue all or any portion of the authorized but unissued
preferred stock in one or more series and to determine the voting rights,
preferences as to dividends and liquidation, conversion rights, and other
rights of such series. The preferred stock, if and when issued, may carry
rights superior to those of common stock; however no preferred stock may be
issued with rights equal or senior to the preferred stock without the consent
of a majority of the holders of then-outstanding preferred stock.
The Company considers it desirable to have preferred stock available to
provide increased flexibility in structuring possible future acquisitions and
financings, and in meeting corporate needs which may arise. If opportunities
arise that would make the issuance of preferred stock desirable, either
through public offering or private placements, the provisions for preferred
stock in the Company's Certificate of Incorporation would avoid the possible
delay and expense of a shareholder's meeting, except as may be required by
law or regulatory authorities. Issuance of the preferred stock could result,
however, in a series of securities outstanding that will have certain
preferences with respect to dividends and liquidation over the common stock
which would result in dilution of the income per share and net book value of
the common stock. Issuance of additional common stock pursuant to any
conversion right which may be attached to the terms of any series of
preferred stock may also result in dilution of the net income per share and
the net book value of the common stock. The specific terms of any series of
preferred stock will depend primarily on market conditions, terms of a
proposed acquisition or financing, and other factor existing at the time of
issuance. Therefore it is not possible at this time to determine in what
respect a particular series of preferred stock will be superior to the
Company's common stock or any other series of preferred stock which the
Company may issue. The Board of Directors does not have any specific plan for
the issuance of preferred stock at the present time, and does not intend to
issue any preferred stock at any time except on terms which it deems to be in
the best interest of the Company and its shareholders.
13
<PAGE>
The issuance of preferred stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. Further, certain provisions of Nevada law could delay
or make more difficult a merger, tender offer, or proxy contest involving the
Company. While such provisions are intended to enable the Board of Directors
to maximize shareholder value, they may have the effect of discouraging
takeovers which could be in the best interests of certain shareholders. There
is no assurance that such provisions will not have an adverse effect on the
market value of the Company's stock in the future.
On June 8, 1999, the Company designated 5,000,000 shares of the preferred
stock as Series "A." The Series "A" preferred stock is entitled to eleven
votes, noncumulative dividends as determined by the board, is not entitled to
any distributions of the assets of the Company in the event of any
liquidation, dissolution, or winding up, and will have limited registration
rights. None of the Series "A" has been issued.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
A. MARKET INFORMATION
The Company's common stock began being quoted on the over-the-counter
bulletin board system under the symbol "AFLK" on October 7, 1998. The
Company's stock symbol was changed to "PAHI" concurrent with the Company's
name change on approximately May 20, 1999. On August 1, 1999, the Company's
common stock began being quoted on the over-the-counter "Pink Sheets."
The following table sets forth the high ask and low bid prices for the
Company's common stock as reported on the OTC Bulletin Board until August 1,
1999, and as reported on the Pink Sheets after August 1, 1999.
The prices below reflect inter-dealer quotations, without retail mark-up,
mark-down or commissions and may not represent actual transactions:
<TABLE>
<CAPTION>
Period Reported High Ask Low Bid
<S> <C> <C>
Quarter ended September 30, 1999(3) $20.00 $0.50
Quarter ended December 31, 1999 $ 1.50 $0.25
Quarter ended March 31, 2000 $ 1.00 $0.15
</TABLE>
The Company's common stock last sold on March 28, 2000, at a price of $0.625
per share.
Management is not aware of any firms that currently make a market for the
Company's securities.
- -----------------------------
(3) Price statistics are not available for the full period.
14
<PAGE>
B. HOLDERS
As of March 20, 2000 there were approximately 1,207 holders of Company Common
Stock, as reported by our transfer agent.
C. DIVIDENDS
The Company has not paid any dividends on its Common Stock. The Company
intends to retain any earnings for use in its business, and therefore does
not anticipate paying cash dividends in the foreseeable future.
ITEM 2 LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against the Company has been
threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
Not Applicable.
ITEM 4 RECENT SALES OF UNREGISTERED SECURITIES.
With respect to the sales made, the Registrant relied on Section 4(2) of the
Act. No advertising or general solicitation was employed in offering the
shares. The securities were offered for investment only and not for the
purpose of resale or distribution, and the transfer thereof was appropriately
restricted.
Of the 19,128,920 shares issued and outstanding, 8,378,920 shares are
restricted and may not be sold other than pursuant to a registration
statement being in effect, pursuant to an exemption from registration, or in
accordance with Rule 144. In general, under Rule 144, a person (or persons
whose shares are aggregated) who has satisfied a one year holding period,
under certain circumstances, may sell within any three-month period a number
of shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume during the four
calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who has satisfied a two-year holding period and who is not, and has not been
for the preceding three months, an affiliate of the Company.
ITEM 5 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its shareholders for
errors in judgment or other acts or omissions not amounting to intentional
misconduct, fraud, or a knowing violation of the law, since provisions have
been made in the Articles of incorporation and By-laws limiting such
liability. The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in most cases
for any liability suffered by them or arising from their activities as
officers and directors of the Company if they were not engaged in intentional
misconduct, fraud, or a knowing violation of the law. Therefore, purchasers
of these securities may have a more limited right of action than they would
have except for this limitation in the Articles of Incorporation and By-laws.
The officers and directors of the Company are accountable to the Company as
fiduciaries, which means such officers and directors are required to exercise
good faith and integrity in handling the Company's affairs. A shareholder may
be able to institute legal action on behalf of himself and all others
similarly stated shareholders to recover damages where the Company has failed
or refused to observe the law.
15
<PAGE>
Shareholders may, subject to applicable rules of civil procedure, be able to
bring a class action or derivative suit to enforce their rights, including
rights under certain federal and state securities laws and regulations.
Shareholders who have suffered losses in connection with the purchase or sale
of their interest in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of the proceeds
from the sale of these securities, may be able to recover such losses from
the Company.
PART F/S
The following financial statements are included herein:
Independent Auditor's Report, dated February 25, 2000
Balance Sheet of the Company as of December 31, 1999 (audited)
Statements of Operations of the Company for the fiscal year ended December
31, 1999, the fiscal year ended December 31, 1998, and from inception on
December 18, 1992 to December 31, 1999(audited)
Statement of Stockholders' Equity (Deficit) from inception to December 31,
1999 (audited)
Statement of Cash Flows of the Company for the fiscal year ended December 31,
1999, the fiscal year ended December 31, 1998, and from inception on December
18, 1992 to December 31, 1999(audited)
Notes to Financial Statements
16
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
3.1 Articles of Incorporation, dated December 18, 1992
3.2 Certificate of Reinstatement, dated October 31, 1996
3.3 Amendment to Articles of Incorporation, dated February 12, 1998
3.4 Amendment to Articles of Incorporation, dated May 18, 1999
3.5 By-Laws, dated December 18, 1992
10 Employment Agreement between the Company and Earl T. Shannon, dated
May 20, 1999
24 Power of Attorney (See Signature Page)
27 Financial Data Schedule
17
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Page Active Holdings, Inc.
By: /s/ Earl T. Shannon
-------------------------------------------
Earl T. Shannon, President, Secretary,
Treasurer, and Director
POWER OF ATTORNEY
Each person whose signature appears appoints Earl T. Shannon as his
agent and attorney-in-fact, with full power of substitution to execute for
him and in his name, in any and all capacities, all amendments (including
post-effective amendments) to this Registration Statement to which this power
of attorney is attached. In accordance with the requirements of the
Securities Exchange Act of 1934, this Registration Statement was signed by
the following persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Earl T. Shannon President, Secretary, Treasurer, Director April 13, 2000
- ------------------------
Earl T. Shannon
/s/ Ronald W. Tupper Director April 13, 2000
- ------------------------
Ronald W. Tupper
/s/ Matthew Gilbert Director April 13, 2000
- ------------------------
Matthew Gilbert
</TABLE>
18
<PAGE>
PAGEACTIVE HOLDINGS, INC.
(FORMERLY KNOWN AS AMERICAN FLINTLOCK COMPANY)
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Balance Sheet 2
Statements of Operations 3
Statement of Stockholders' Equity (Deficit) 4
Statements of Cash Flows 5
Notes to Financial Statements 6-9
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
PageActive Holdings, Inc.
Fort Lauderdale, Florida
We have audited the accompanying balance sheet of PageActive Holdings, Inc.,
(a development stage enterprise) as of December 31, 1999, and the related
statements of operations, stockholders' equity and cash flows for the year
then ended. 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 audit. The financial statements as of
December 31, 1998 and for the year then ended, were audited by other auditors
whose report dated October 25, 1999, included an explanatory paragraph which
expressed substantial doubt about the Company's ability to continue as a
going concern.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 PageActive Holdings, Inc. as
of December 31, 1999, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS
Santa Monica, California
February 25, 2000
1
<PAGE>
PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET - DECEMBER 31, 1999
ASSETS
<TABLE>
CURRENT ASSETS -
<S> <C>
cash $ 353,163
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES -
accrued expenses $ 9,106
STOCKHOLDERS' EQUITY:
Preferred stock; $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding $ -
Common stock; $0.001 par value, 50,000,000 shares
authorized, 19,128,920 shares issued and outstanding 10,529
Additional paid-in capital 432,517
Deficit accumulated during development stage (98,989)
---------------
Total stockholders' equity 344,057
$ 353,163
==============
</TABLE>
See accompanying independent auditors' report and notes to financial statements.
2
<PAGE>
PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
From inception on
Year ended Year ended December 18, 1992 to
December 31, 1999 December 31,1998 December 31, 1999
----------------- ---------------- -----------------
<S> <C> <C> <C>
NET REVENUES $ - $ - $ -
COST OF REVENUES - - -
----------------- ---------------- ---------------
GROSS PROFIT - - -
GENERAL AND ADMINISTRATIVE
EXPENSES 93,368 960 98,989
----------------- ---------------- ---------------
NET LOSS $ (93,368) $ (960) $ (98,989)
================= ================ ===============
NET LOSS PER SHARE, basic and diluted $ (0.01) $ - $ (0.01)
================= ================ ===============
WEIGHTED AVERAGE SHARES OUTSTANDING,
basic and diluted 16,436,763 11,250,000 16,436,763
================= ================ ===============
</TABLE>
See accompanying independent auditors' report and notes to financial statements.
3
<PAGE>
PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Deficit
accumulated
Additional during Total
Common stock paid-in development stockholders'
Shares Amount capital stage equity
------------- -------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Issuance of common stock at inception
on December 18, 1992 for cash
(post 5:1 stock split) 10,750,000 $ 2,150 $ 1,950 $ $ 4,100
Net loss for the period from inception
on December 18, 1992 to
December 31, 1997 (4,661) (4,661)
------------- -------------- -------------- ------------- --------------
Balance at December 31, 1997 10,750,000 2,150 1,950 (4,661) (561)
Net loss for the year ended
December 31, 1998 (960) (960)
------------- -------------- -------------- ------------- --------------
Balance at December 31, 1998 10,750,000 2,150 1,950 (5,621) (1,521)
Issuance of common stock during
private placement offering 8,378,920 8,379 410,567 418,946
Stock options granted to officer 20,000 20,000
Net loss for the year ended
December 31, 1999 (93,368) (93,368)
------------- -------------- -------------- ------------- --------------
Balance at December 31, 1999 19,128,920 $ 10,529 $ 432,517 $ (98,989) $ 344,057
============= ============== ============== ============= ==============
</TABLE>
See accompanying independent auditors' report and notes to financial statements.
4
<PAGE>
PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
From inception on
Year ended Year ended December 18, 1992 to
December 31, 1999 December 31,1998 December 31, 1999
----------------- ---------------- --------------------
<S> <C> <C> <C>
CASH FLOWS PROVIDED BY (USED FOR)
OPERATING ACTIVITIES:
Net loss $ (93,368) $ (960) $ (98,989)
----------------- ---------------- --------------------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES -
services in exchange for stock options 20,000 - 20,000
INCREASE (DECREASE) IN LIABILITIES -
accrued expenses 7,585 960 9,106
----------------- ---------------- --------------------
Total adjustments 27,585 960 29,106
----------------- ---------------- --------------------
Net cash used for operating activities (65,783) - (69,883)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES -
proceeds from issuance of common stock 418,946 - 423,046
----------------- ---------------- --------------------
NET INCREASE IN CASH 353,163 - 353,163
Cash, beginning of period/year - - -
CASH, end of period/year $ 353,163 $ - $ 353,163
================= ================ ====================
</TABLE>
See accompanying independent auditors' report and notes to financial statements.
5
<PAGE>
PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION:
The Company was organized on December 18, 1992, under the laws
of the State of Nevada as The Flintlock Company. The Company
currently has no operations and in accordance with Statement
of Financial Accounting Statement No. 7, is considered a
development stage company.
On January 9, 1996, the name of the Company was changed to the
Old American Flintlock Company.
On February 11, 1998, the name of the Company was changed to
American Flintlock Company.
On May 18, 1999, the name of the Company was changed to
PageActive Holdings, Inc.
BUSINESS ACTIVITY:
The Company's plan is to seek, investigate, and if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by individuals and
other companies desiring the perceived advantages of a
publicly held corporation. As of February 25, 2000, the
Company has no plan, proposal, agreement, understanding, or
arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific
business or company for investigation and evaluation.
USE OF ESTIMATES:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect certain reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
CASH:
EQUIVALENTS
For purposes of the statement of cash flows, cash equivalents
include all highly liquid debt instruments with original
maturities of three months or less which are not securing any
corporate obligations.
CONCENTRATION
The Company maintains its cash in bank deposit accounts which,
at times, may exceed federally insured limits. The Company has
not experienced any losses in such accounts.
See accompanying independent auditors' report.
6
<PAGE>
PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
INCOME TAXES:
The Company uses the liability method of accounting for income taxes
pursuant to SFAS No. 109, "Accounting for Income Taxes." Deferred
income tax assets result from temporary differences when certain
amounts are deducted for financial statement purposes and when they are
deducted for income tax purposes.
The principal temporary difference is the federal net operating loss
carryforwards, which was approximately $90,000 and immaterial at
December 31, 1999 and 1998, respectively. A deferred tax asset has been
provided and is completely offset by a valuation allowance because its
utilization does not appear to be reasonably assured. Federal net
operating loss carryforward starts to expire on December 31, 2018. In
the event of a business combination, the utilization of the available
net operating loss carryforward may be significantly limited.
NET LOSS PER SHARE:
The Company computes net loss per share following SFAS No. 128,
"Earnings Per Share". Under the provisions of SFAS No. 128, basic net
income (loss) per share is computed by dividing the net income (loss)
available to common shareholders for the period by the weighted average
number of common shares outstanding during the period. Diluted net
income (loss) per share is computed by dividing the net income (loss)
for the period by the weighted average number of common and common
equivalent shares outstanding during the period. Common equivalent
shares are not included in the computation of diluted loss per share
for the periods presented because the effect would be anti-dilutive.
(2) STOCKHOLDERS' EQUITY:
On December 18, 1992, the Company issued 4,100,000 shares (pre-split
of 5:1) of its $0.001 par value common stock in consideration for
$4,100 in cash.
On February 12, 1998, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its capitalization
from 5,000,000 common shares to 50,000,000 common shares. The par value
of the common shares was unchanged at $0.001. In addition, the
preferred shares were increased from 1,000,000 shares to 10,000,000
shares. The par value of the preferred shares was unchanged at $0.001.
On May 14, 1999, shareholders tendered for no consideration and the
corporation cancelled 1,950,000 shares of common stock, thus reducing
the total issued and outstanding common stock of the corporation to
2,150,000 (prior to stock split of 5:1).
On May 14, 1999, after the cancellation of 1,950,000 shares of common
stock, the corporation forward split its common stock on a 5:1 basis,
thus increasing the number of issued and outstanding common shares from
2,150,000 to 10,750,000.
During May and June 1999, the Company sold 8,378,920 shares of
restricted Rule 144 common stock for cash proceeds of $418,946, exempt
from registration pursuant to Regulation D of the Securities and
Exchange Act of 1933.
See accompanying independent auditors' report.
7
<PAGE>
PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(3) RELATED PARTY TRANSACTIONS:
GENERAL
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and accordingly,
have not been reflected therein. The officer and directors of the
Company are involved in other business activities and may, in the
future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the resolution
of such conflicts.
EMPLOYMENT AGREEMENT
On May 20, 1999, the Company entered into an at-will employment
agreement with its officer. Pursuant to this agreement, the Company
will pay an annual salary of $60,000, payable in equal bi-weekly
installments, and also pay a reasonable monthly automobile and medical
insurance allowance. Additionally, the Company also granted 500,000
common stock options at an exercise price of $0.01 per share.
See accompanying independent auditors' report.
8
<PAGE>
PAGEACTIVE HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999 AND 1998
(4) STOCK OPTIONS:
Pursuant to an employment agreement with an officer, the Company
granted 500,000 common stock options (fully exercisable in any
increments) to acquire 500,000 shares of common stock at an exercise
price of $0.01 per share.
The Company has elected to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employee stock options because
the alternative fair value accounting provided for under FASB Statement
No. 123, "Accounting for Stock-Based Compensation," requires use of
option valuation models that were not developed for use in valuing
employee stock options. Accordingly, $20,000 has been recognized as
compensation expense relating to the options granted during the year
ended December 31, 1999.
The number and weighted average exercise price of options granted
during the year ended December 31, 1999 are as follows:
<TABLE>
<CAPTION>
Number Weighted Average
of Options Exercise Price
---------- ----------------
<S> <C> <C>
Outstanding at beginning of year - $ -
Outstanding at end of year 500,000 $ 0.01
Exercisable at end of year 500,000 $ 0.01
Granted during year 500,000 $ 0.01
Exercised during year - $ -
</TABLE>
Pro forma information regarding the effect on operations is required by
SFAS 123, and has been determined as if the Company had accounted for
its employee stock options under the fair value method of that
statement. Pro forma information using the Black-Scholes method at the
date of grant based on the following assumptions:
<TABLE>
<S> <C>
Expected life 5 Years
Risk-free interest rate 6.50%
Dividend yield -
Volatility 70%
</TABLE>
This option valuation model requires input of highly subjective
assumptions. Because the Company's employee stock options have
characteristics significantly different from those of traded options,
and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing
model does not necessarily provide a reliable single measure of fair
value of its employee stock options.
For purposes of proforma disclosures, the estimated fair value of the
options is amortized to expense over the option's vesting period. The
Company's proforma information is as follows:
<TABLE>
<CAPTION>
December 31, 1999
-----------------
<S> <C>
Net loss, as reported $ (93,368)
Proforma net loss $ (98,368)
Basic and diluted historical loss per share $ (.01)
Proforma basic and diluted loss per share $ (.01)
</TABLE>
See accompanying independent auditors' report.
9
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
DATED DECEMBER 18, 1992
<PAGE>
ARTICLES OF INCORPORATION
OF
THE FLINTLOCK COMPANY
KNOW BY ALL THESE PRESENT:
That we, the undersigned, Incorporator being all natural person of the
age of eighteen years or more and desiring to form a body corporate under the
laws of the State of Nevada do hereby sign, verify and deliver in duplicate to
the Secretary of State of the State of Nevada, these Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation shall be:
THE FLINTLOCK COMPANY
ARTICLE II
That the registered office of this corporation and resident agent are
both located at 6425 Meadow Country Dr., Reno, Nevada 89509; but the corporation
may maintain an office in such towns, cities, and places within and without the
State of Nevada as the Board of Directors may from time to time determine, or as
may be designated by the By-Laws of the said corporation. The Corporation shall
exist in perpetuity, from and after the date of filing these Articles of
Incorporation with the Secretary of State of the State of Nevada, unless
dissolved according to law. The resident agent of the corporation will be: Lewis
M. Eslick, 321 6425 Meadow County Dr., Reno, Nevada 89509.
ARTICLE III
PURPOSES AND POWERS
1. Purposes:
Except as restricted by these Articles of Incorporation, the
Corporation is organized for the purpose of transacting all lawful
business for which corporations may be incorporated pursuant to the
Nevada Corporation Code.
2. General Powers:
Except as restricted by these Articles of Incorporation, the
Corporation shall have and may exercise all powers and rights which a
corporation may exercise legally pursuant t the Nevada Corporation
Code.
3. Issuance of Shares:
The Board of Directors of the Corporation may divide and issue any
class of stock of the Corporation in series pursuant to a resolution
properly filed with the Secretary of State of the State of Nevada.
Such stock may be issued from time to time without action by the
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stockholders, for such consideration as may be fixed from time to time
by the Board of Directors, and shares so issued shall be deemed fully
paid stock, and the holder of such shares shall not be liable for any
further payment thereon.
ARTICLE IV
CAPITAL STOCK
The total authorized capital stock of the Corporation shall be divided
into Six Million (6,000,000) shares, of which a portion shall be common stock
and a portion shall be preferred stock, all as described below:
1. Common Stock:
The aggregate number of voting common shares which this
Corporation shall have the authority to issue if Five Million
(5,000,000) each with one-hundredth of a cent ($0.001) par value,
which shares shall be designated "Common Stock." The Common Stock
shall have no special powers, preferences or rights, or
qualifications, limitations or restrictions. The rights of
holders of shares of Common Stock to receive dividends or share
in the distribution of assets in the event of liquidation,
dissolution or winding up of the affairs of the Corporation shall
be subject to the preferences, limitations and relative rights of
the shares of Preferred Stock fixed in the resolution or
resolutions which may be adopted from time to time by the Board
of Directors of the Corporation providing for the issuance of one
or more series of shares of Preferred Stock.
2. Preferred Stock:
The aggregate number of preferred shares which this Corporation
shall have the authority to issue is One Million (1,000,000)
shares, each with one-hundredth of a cent ($0.001) par value,
which shares shall be designated "Preferred Stock."
A. Shares of Preferred Stock may be issued from time to time in
one or more series as the Board of Directors of the Corporation (the
"Board of Directors") may determine. The Board of Directors is hereby
authorized, by resolution or resolutions, to provide from time to
time, out of the unissued shares of Preferred Stock not more than
allocated to any series of Preferred Stock, for a series of the
Preferred Stock. Each such series shall have distinctive serial
designations. Before any shares of any such series of Preferred Stock
are issued, the Board of Directors shall fix and determine, and is
hereby expressly empowered to fix and determine, by resolution or
resolutions, the voting powers, full or limited, or no voting powers
and the designations, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations
and restrictions thereof. The resolution or resolutions providing for
the issue of Preferred Stock from time to time adopted by the Board of
Directors shall be filed with the Secretary of State of the State of
Nevada as required by Law.
B. Each series of Preferred Stock:
(i) may have such number of shares;
(ii) may have such voting powers, full or limited or may be
without voting powers;
(iii) may be subject to redemption at such time or times and at
such prices;
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(iv) may be entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on such
conditions, from such date or dates, and at such times, payable
in preference to, or in such relation to, the dividends payable
on any other class or classes or series of stock;
(v) may have such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation;
(vi) may be made convertible into, or exchangeable for, shares of
any other class or classes or of any other series of the same or
any other class or classes of stock of the Corporation at such
price or prices or at such rates or exchange, and with such
adjustments;
(vii) may be entitled to the benefit of a sinking fund or
purchase fund to be applied to the purchase or redemption of
shares of such series in such amount or amounts;
(viii) may be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the Corporation
or any subsidiary, upon the issue of any additional stock
(including additional shares of such series or of any other
series), and upon the payment of dividends or the making of other
distributions on, and the purchase, redemption or acquisition by
the Corporation or any subsidiary of any outstanding stock of the
Corporation; and
(ix) may have such other relative, participating, optional or
other special rights, and qualifications, limitations or
restrictions thereof all as shall be stated in said resolution or
resolutions providing for the issue of such Preferred Stock.
Except where otherwise set forth in the resolution or resolutions
adopted by the Board of Directors providing for the issue of any
series of Preferred Stock, the number of shares comprising such
series may be increased or decreased (but not below the number of
shares then outstanding) from time to time by like action of the
Board of Directors.
C. Shares of any series of Preferred Stock which have been
redeemed (whether through the operation of a sinking fund or
otherwise) or purchased by the Corporation, or which, if convertible
or exchangeable, have been converted into or exchanged for shares of
stock of any other class or classes shall have the status of
authorized and unissued shares of Preferred Stock and may be reissued
as a part of the series of which they were originally a part of may be
reclassified and reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors
or as a part of any other series of Preferred Stock, all subject to
the conditions or restrictions on issuance set forth in the resolution
or resolutions adopted by the Board of Directors providing for the
issue of any series of Preferred Stock and to any filing required by
law.
D. If the Corporation declares or pays a dividend upon any class
of Common Stock payable otherwise than in cash out of earnings or
earned surplus (determined in accordance with generally accepted
accounting principles, consistently applied), except for a stock
dividend payable in shares of Common Stock (a "Liquidating Dividend"),
then the Corporation will pay to the holders of Preferred Stock
convertible into shares of such class of Common Stock at the time of
payment thereof the Liquidating Dividends which would have been paid
on the Common Stock had the Preferred Stock been converted immediately
prior to the date on which a record is taken,
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or, if no such record is taken, the date as of which the record
holders of Common Stock entitled to such dividends are to be
determined.
E. If at any time the corporation grants, issues or sells any
Option, Convertible Securities or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of any
class of Common Stock (the "Purchase Rights"), then each holder of
Preferred Stock convertible into shares of such class of Common Stock
will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such holder could
have acquired if such holder had held the number of shares of Common
Stock he could have acquired upon conversion of such holder's
Preferred Stock immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or if no such
record is taken, the date as of which the record holders of Common
Stock are to be determined for the grant, issue or sale of such
Purchase Rights.
3. Dividends:
Subject to the rights of the holders of Preferred Stock, if any,
dividends in cash, property or shares of the Corporation may be
paid upon the Common Stock, as and when declared by the Board of
Directors, out of funds of the Corporation to the extent and in
the manner permitted by law.
4. Distribution in Liquidation:
Upon any liquidation, dissolution or winding up of the
Corporation, and after paying or adequately providing for the
payment of all its obligation and amounts payable in liquidation,
dissolution or winding up and subject to the rights of the
holders of Preferred Stock, if any, the remainder of the assets
of the Corporation shall be distributed, either in cash or in
kind, pro rata to the holders of the Common Stock.
5. Voting Rights and Denial of Cumulative Voting:
Each outstanding share of Common Stock shall be entitled to one
vote, and each fractional share of Common Stock shall be entitled
to a corresponding fractional vote on each matter submitted to a
vote of shareholders, except that in the election of directors
shareholders shall have the right to vote their Common Stock for
as many persons as there are directors being elected with a vote
of the Common Stock. Cumulative voting shall not be allowed in
the election of directors of the Corporation. One-third of the
shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. Except as
otherwise provided by these Articles of Incorporation or the
Nevada Corporation Code, if a quorum is present, the affirmative
vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the
shareholders. With respect to any action to be taken by
shareholders of this Corporation, when the laws of Nevada require
the note or concurrence of the holders of two-thirds of the
outstanding shares, of the shares entitled to vote thereon, or of
any class or series, such action may be taken by the vote or
concurrence of a majority of such shares or class or series
thereof.
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6. Denial of Preemptive Rights:
No holder of any shares of the Corporation, whether now or
hereafter authorized, shall have any pre-emptive or preferential
right to acquire any shares or securities of the Corporation,
including shares or securities held in the treasury of the
Corporation.
7. Transfer Restrictions:
The Corporation shall have the right to impose restrictions upon
the transfer of any of its authorized shares or any interest
therein. The Board of Directors is hereby authorized on behalf of
the Corporation to exercise the Corporation's right to so impose
such restrictions.
ARTICLE V
GOVERNING BOARD OF DIRECTORS
The number of directors shall be fixed from time to time by or in the
manner provided in the Bylaws. So long as the number of directors shall be less
than three, no shares of the Corporation may be issued and held of record by
more shareholders than there are directors. Any shares issued in violation of
this paragraph shall be null and void. So long as the number of directors shall
be less than three, this provision also shall constitute a restriction on the
transfer of shares and a legend shall be conspicuously placed on each
certificate respecting shares preventing transfer of the shares to more
shareholders than there are directors. The name and address of the person who
shall serve as director until the next scheduled annual meeting of shareholders
and until their successors are elected and shall qualify are as follows:
NAME ADDRESS
Lewis M. Eslick 6425 meadow Country Dr.
Reno, Nevada 89509
1. Transactions with Interested Directors:
No contract or other transaction between the Corporation and
one or more of its directors or any other corporation, firm,
association, or entity in which one or more of its directors
are directors or officers or are financially interested
shall be either void or voidable solely because of such
relationship or interest or solely because such directors
are present at the meeting of the Board of Directors or a
committee thereof which authorized, approves, or ratifies
such contract or transaction or solely because their votes
are counted for such purpose if:
(a) The fact of such relationship or interest is disclosed
or known to the Board of Directors or committee which
authorizes, approves, or ratifies the contract or
transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such
interested directors; or
(b) The fact of such relationship or interest is disclosed
or known to the shareholders entitled to vote and they
authorize, approve, or ratify such contract or
transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable to
the Corporation.
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2. Common or interested directors may be counted determining the
presence of a quorum at a meeting of the Board of Directors or a
committee thereof which authorizes, approves, or ratifies such
contract or transaction.
ARTICLE VI
The capital stock of this corporation shall not be subject to assessment to
pay debts of the corporation, and no paid up stock and no stock issued as fully
paid shall ever be assessable or assessed. The Articles of Incorporation shall
not be amended in this particular.
ARTICLE VII
The period of existence of this corporation shall be perpetual, subject
only to termination by action of its stockholders or by the effect of law.
During the time of the existence of this corporation the following shall be the
doctrine for corporate opportunities:
1. The officers, directors and other members of management of the
Corporation shall be subject to the doctrine of corporate
opportunities only insofar as it applies to business
opportunities in which the Corporation has expressed an interest
as determined from time to time by the Corporation's Board of
Directors as evidenced by resolutions appearing in the
Corporation's minutes. When such areas of interest are
delineated, all such business opportunities within such areas of
interest which come to the attention of the officers, directors
and other members of management of the Corporation shall be
disclosed promptly to the Corporation and made available to it.
The Board of Directors may reject any business opportunity
presented to it and thereafter any officer, director or other
management may avail himself of such opportunity. Until such time
as the Corporation, through its Board of Directors, has
designated an area of interest, the officers, directors and other
members of management of the Corporation shall be free to engage
in such areas of interest on their own and the provisions hereof
shall not limit the rights of any officer, director or other
member of management of the Corporation to continue a business
existing prior to the time that such area of interest is
designated by the Corporation. This provision shall not be
construed to release any employee of the Corporation (other than
an officer, director or member of management) from any duties
which he may have to the Corporation.
ARTICLE VIII
No shareholder may sell, assign, or otherwise transfer his shares and
certificate or certificates of stock, or any part thereof, except to a spouse or
direct family member, or by gift to other shareholders or their spouses, unless
it is first offered to the corporation or the other shareholders upon the
following terms and conditions:
1. For a period of thirty-one (31) days after notice, the corporation
shall have the option to purchase all or any part of the shares to be
sold, assigned or otherwise transferred, at the price and upon the
terms offered by the selling stockholder.
2. To the extent the corporation does not exercise its option as herein
provided, the other shareholders shall have an option for an
additional period of thirty-one (31) days to purchase all or any part
of the shares to be sold, assigned or otherwise transferred at the
offering price thereof, each shareholder in the same proportion that
the number of shares
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he owns bears to the total number of shares of stock of the same class
then issued and outstanding, excluding the shares offered to be sold.
3. If neither the corporation nor shareholders shall exercise their
option to purchase the stock available under the terms of this
Article, those shares may be sold by the holder thereof to anyone at
the price not less than that upon which they were offered to the
corporation or other shareholders. If any of the said shares are
offered for sale to others for a price lower than offered to the
corporation or other shareholders, the corporation and other
shareholders shall again have the options to purchase all or any part
thereof at the lower offering price before said shares, or any part
thereof, may be sold to the public at said lower offering price.
ARTICLE IX
The directors shall have the power to make and alter the By-Laws of the
corporation. By-Laws made by the Board of Directors under the powers so
conferred may be altered, amended or repealed by the Board of Directors or by
the stockholders at any meeting called and held for that purpose.
ARTICLE X
All transactions and acts by the Board of Directors shall be
accomplished by a majority of the Board of Directors in the management of the
business and affairs of the corporation, and the Board of Directors shall have
the power to authorize the seal of the corporation to be affixed to all papers
which may require it.
ARTICLE XI
INDEMNIFICATION
The officers and directors of this corporation shall not be liable to
the shareholders or any creditors of the corporation for any alleged breach of
fiduciary duty as such officer and director unless it be established that the
director or officer has committed acts or is personally responsible for
omissions which involve intentional misconduct, fraud or knowing violation of
the law, or the payment of dividends in violation of N.R.S.
78.300.
Further, the corporation does indemnify to the full extent authorized
or permitted by the Nevada Corporation Code any person made, or threatened to be
made, a party to an action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he, his testator or
intestate is or was a director, officer, employee, fiduciary, or agent of the
Corporation or serves or served any other enterprise at the request of the
Corporation.
ARTICLE XII
AMENDMENTS
The Corporation reserves the right to amend its Articles of Incorporation
from time to time in accordance with the Nevada Corporation Code. Any proposed
amendment shall be adopted upon receiving the affirmative vote of holders of a
majority of the shares entitled to vote thereon, unless the holders of Preferred
Stock are entitled to vote thereon as a class, in which event the proposed
amendment shall be adopted upon receiving the affirmative vote of the holders of
a majority of the shares of Preferred Stock then outstanding and a majority of
the shares of the Common Stock then outstanding.
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1. The holders of the outstanding shares of Preferred Stock shall be entitled
to vote as a class upon a proposed amendment, if the amendment would;
(a) Increase or decrease the aggregate number of authorized shares of
Preferred Stock;
(b) Increase or decrease the par value of the shares of Preferred Stock;
(c) Effect an exchange, reclassification, or cancellation of all or part
of the shares of Preferred Stock;
(d) Effect an exchange or create a right of exchange of all or any part of
the shares of Preferred Stock;
(e) Change the designation, preferences, limitations, or relative rights
of the shares of Preferred Stock;
(f) Change the shares of Preferred Stock, whether with or without par
value, into the same or different number of shares, either with or
without par value, or the Preferred Stock or another class;
(g) Create a new class of shares having rights and preferences prior and
superior to the shares of Preferred Stock or increase the rights and
preferences or the number of authorized shares of any class having
rights or preferences prior or superior to the shares of Preferred
Stock;
(h) In the case of a preferred or special class of shares, divide the
shares of such class into series and fix and determine and designate
such series and the variations in the relative rights and preferences
between the shares of such series or authorize the Board of Directors
to do so; or
(i) Cancel or otherwise effect dividends on the shares of Preferred Stock
which have accrued, but have not been declared.
ARTICLE XIII
ADOPTION AND AMENDMENT OF BYLAWS
The initial By-Laws of the Corporation shall be adopted by its Board of
Directors. The power to alter or amend or repeal the By-Laws or adopt new
By-Laws shall be vested in the Board of Directors, but the holder of the Common
Stock may also alter, amend or repeal the By-Laws or adopt new By-Laws. The
By-Laws may contain any provisions for the regulation and management of the
affairs of the Corporation not inconsistent with law or these Articles of
Incorporation.
ARTICLE XIV
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corporation is 6425
Meadow Country Dr., Reno, Nevada 89509 and the name of the registered agent at
such address is Lewis M. Eslick. Either the registered office or the registered
agent may be changed in the manner provided by law.
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ARTICLE XV
The name and post office address of the incorporator is:
NAME ADDRESS
Lewis M. Eslick 6425 meadow Country Dr.
Reno, Nevada 89509
IN WITNESS WHEREOF, the above-named Incorporator has signed these
Articles of Incorporation on December 8, 1992.
/s/ Lewis M. Eslick
- -----------------------------
Lewis M. Eslick
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EXHIBIT 3.2
CERTIFICATE OF REINSTATEMENT
DATED OCTOBER 31, 1996
<PAGE>
STATE OF NEVADA
SECRETARY OF STATE
----------------
CERTIFICATE OF REINSTATEMENT
I, DEAN HELLER, the duly elected Secretary of State of the State of Nevada, do
hereby certify that THE OLD AMERICAN FLINTLOCK COMPANY, a corporation formed
under the laws of the State of NEVADA, having paid all filing fees, licenses,
penalties and costs, in accordance with the provisions of Title 7 of the Nevada
Revised Statutes, as amended, for the years and in the amounts as follows:
1992-93 LIST OF OFFICERS AND PENALTY $100
1993-1994 " $100
1994-1995 " $100
1995-1996 " $100
REINSTATEMENT FEE $50
and otherwise complied with the provisions of said section, the said corporation
has been reinstated, and that by virtue of such reinstatement it is authorized
to transact its business in the same manner as if the aforesaid filing fees,
licenses, penalties and costs had been paid when due.
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the Great
Seal of State, at my office in
Carson City, Nevada, this NINTH day
of JANUARY, A.D., 1996
/s/ Dean Heller, Secretary of State
-------------------------------------
By: /s/ Carla LaFayette, Deputy
<PAGE>
EXHIBIT 3.3
AMENDMENT TO ARTICLES OF INCORPORATION
DATED FEBRUARY 12, 1998
<PAGE>
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OLD AMERICAN FLINTLOCK COMPANY, INC.
(NEVADA CORPORATION #13879-92)
(THE CORPORATION)
We, the undersigned, Lewis M. Eslick (President) and Leslie B. Eslick
(Secretary) of the Corporation do hereby certify:
That the Board of Directors of the Corporation at a meeting duly convened and
held on the 11th day of February, 1998, adopted a resolution to amend the
original articles as follows:
ARTICLE I IS HEREBY AMENDED TO READ AS FOLLOWS:
First: Name
1. THE NAME OF THE CORPORATION SHALL BE:
The Articles of the Corporation are hereby amended to change the name of
the Corporation from:
Its current registered name of OLD AMERICAN FLINTLOCK COMPANY, INC., to:
The new name of the Corporation shall be: AMERICAN FLINTLOCK COMPANY
ARTICLE IV IS HEREBY AMENDED TO READ AS FOLLOWS:
Fourth: Capital Stock
8. CLASSES AND NUMBER OF SHARES. The total number of shares of all classes
of stock, which the corporation shall have authority to issue is Sixty Million
(60,000,000), consisting of Fifty Million (50,000,000) shares of Common Stock,
par value of $0.001 per share (The "Common Stock") and Ten Million (10,000,000)
shares of Preferred Stock, which have a par value of $0.001 per share (the
"Preferred Stock").
9. POWERS AND RIGHTS OF COMMON STOCK
A. PREEMPTIVE RIGHT. No shareholders of the Corporation holding common
stock shall have any preemptive or other right to subscribe for any
additional unissued or treasury shares of stock or for other securities
of any class, or for rights, warrants or options to purchase stock, or
for scrip, or for securities of any kind convertible into stock or
carrying stock purchase warrants or privileges unless so authorized by
the Corporation;
B. VOTING RIGHTS AND POWERS. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are entitled
to give consent, the holders of the outstanding shares of the Common
Stock shall be entitled to cast thereon one (1) vote in person or by
proxy for each share of the Common Stock standing in his/her name:
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C. DIVIDENDS AND DISTRIBUTIONS
CASH DIVIDENDS. Subject to the rights of holders of Preferred Stock,
holders of Common Stock shall be entitled to receive such cash dividends as
may be declared thereon by the Board of Directors from time to time out of
assets of funds of the Corporation legally available therefor;
OTHER DIVIDENDS AND DISTRIBUTIONS. The Board of Directors may issue
shares of the Common Stock in the form of a distribution or distributions
pursuant to a stock dividend or split-up of the shares of the Common Stock;
OTHER RIGHTS. Except as otherwise required by the Nevada Revised
Statutes and as may otherwise be provided in these Restated Articles of
Incorporation, each share of the Common Stock shall have identical powers,
preferences and rights, including rights in liquidation.
10. PREFERRED STOCK. The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock, or any series
thereof, shall be such as may be fixed from time to time, by the Board of
Directors in its sole discretion, authority to do so being hereby expressly
vested in such board.
11. ISSUANCE OF THE COMMON STOCK AND THE PREFERRED STOCK. The Board of
Directors of the Corporation may from time to time authorize by resolution the
issuance of any or all shares of the Common Stock and the Preferred Stock herein
authorized in accordance with the terms and conditions set forth in these
Restated Articles of Incorporation for such purposes, in such amounts, to such
persons, corporations, or entities, for such consideration and in the case of
the Preferred Stock, in one or more series, all as the Board of Directors in its
discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law. The Board of Directors, from
time to time, also may authorize, by resolution, options, warrants and other
rights convertible into Common or Preferred stock (collectively "securities").
The securities must be issued for such consideration, including cash, property,
or services, as the Board of Directors may deem appropriate, subject to the
requirement that the value of such consideration be no less than the par value
of the shares issued. Any shares issued for which the consideration so fixed has
been paid or delivered shall be fully paid stock and the holder of such shares
shall not be liable for any further call or assessment or any other payment
thereon, provided that the actual value of such consideration is not less than
the par value of the shares so issued. The Board of Directors may issue shares
of the Common Stock in the form of a distribution or distributions pursuant to a
stock divided or split-up of the shares of Common Stock only to the then holders
of the outstanding shares of the Common Stock.
12. CUMULATIVE VOTING. Except as otherwise required by applicable law,
there shall be no cumulative voting on any matter brought to a vote of
stockholders of the Corporation.
ARTICLE V IS HEREBY AMENDED TO READ AS FOLLOWS:
Fifth: Governing Board of Directors
The business and affairs of the Corporation shall be managed by and under the
direction of the Board of Directors. Except as may otherwise be provided
pursuant to Section 4 or Article Fourth hereof in connection with rights to
elect additional directors under specified circumstances, which may be granted
to the holders of any class or series of Preferred Stock, the exact number of
directors of the Corporation shall be determined from time to time by a bylaw or
amendment thereto, providing that the number of
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directors shall not be reduced to less than three (3). The directors holding
office at the time of the filing of these Restated Articles of Incorporation
shall continue as directors until the next annual meeting and/or until their
successors are duly chosen.
ARTICLE VIII IS HEREBY AMENDED TO READ AS FOLLOWS:
Eighth: Shareholders' Right to Sell and/or Transfer Stock
Any shareholders may sell, assign, or otherwise transfer their shares and
certificate or certificates of stock or any part thereof.
The aforesaid changes and amendments have been consented to and approved by a
majority vote of the stock holders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
/s/ Lewis M. Eslick /s/ Leslie B. Eslick
- ----------------------------- -----------------------------
Lewis M. Eslick Leslie B. Eslick
President Secretary
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EXHIBIT 3.4
AMENDMENT TO ARTICLES OF INCORPORATION
MAY 18, 1999
<PAGE>
FILED # C-13879-92
May 18, 1999
By the office of
Dean Heller
DEAN HELLER SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION
OF
AMERICAN FLINTLOCK COMPANY
DOUGLAS ANSELL AND ANDREW W. BERNEY, CERTIFY THAT:
1. The original articles were filed with the office of the Secretary of State
on December 18, 1992.
2. As of the date of the certificate, 2,150,000 shares of stock of the
corporation have been issued.
3. Pursuant to Shareholder's Meeting at which a majority voted in favor of the
following amendment, the company hereby adopts the following amendment to
the Articles of Incorporation of this Corporation:
First: Name of Corporation
The name of the Corporation is PAGE ACTIVE HOLDINGS, INC.
4. Pursuant to the Meeting of the Board of Director's, it has been voted
and approved that a forward split be applied to the issued and
outstanding shares of the corporation on a 5 for 1 basis, bringing the
total issued and outstanding shares to 10,750,000. The authorized
shares will not change.
/s/ Andrew W. Berney /s/ Douglas Ansell
- ---------------------------------- ----------------------------------
Andrew W. Berney Douglas Ansell
President/Director Secretary/Director
State of Nevada
County of Clark
On May 18, 1999, personally appeared before me, a Notary Public, Douglas Ansell
and Andrew W. Berney, who acknowledged that they executed the above instrument.
/s/ Bridget E. Richards
- ---------------------------------------
Notary in/and for said State and County
<PAGE>
EXHIBIT 3.5
BYLAWS DATED DECEMBER 18, 1992
<PAGE>
BY-LAWS
OF
THE FLINTLOCK COMPANY
1. - OFFICES
A. PRINCIPAL EXECUTIVE OFFICE. The principal office of the
Corporation hereby fixed in the County of Washoe, in the State of Nevada.
B. OTHER OFFICES. Branch or subordinate offices may be established by
the Board of B. Directors at such other places as may be desirable.
2. - SHAREHOLDERS
A. PLACE OF MEETING. Meetings of shareholders shall be held either at
the principal executive office of the corporation or at any other location
within or without the State of Nevada which may be designated by written
consent of all persons entitled to vote thereat.
B. ANNUAL MEETINGS.The annual meeting of shareholders shall be held on
such day and at such time as may be fixed by the Board; provided, however,
that should said day fall upon a Saturday, Sunday, or legal holiday
observed by the Corporation at its principal executive office, then any
such meeting of shareholders shall be held at the same time and place on
the next day thereafter ensuing which is a full business day. At such
meetings, directors shall be elected by plurality vote and any other proper
business may be transacted.
C. SPECIAL MEETINGS. Special meetings of the shareholders may be
called for any purpose or purposes permitted under CHAPTER 78 OF NEVADA
REVISED STATUTES at any time by the Board, the Chairman of the Board, the
President, or by the shareholders entitled to cast not less than
twenty-five percent (25%) of the votes at such meeting. Upon request in
writing to the Chairman of the Board, the President, any Vice-President or
the Secretary, by any person or persons entitled to call a special meeting
of shareholders, the Secretary shall cause notice to be given to the
shareholders entitled to vote, that a special meeting will be held not less
than thirty-five (35) nor more than sixty (60) days after the date of the
notice.
D. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each annual
meeting of shareholders shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each shareholder entitled
to vote thereat. Such notice shall state the place, date and hour of the
meeting and (i) in the case of a special meeting the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters which the Board, at the time of the mailing of the notice, intends
to present for action by the shareholders, but, any proper matter may be
presented at the meeting for such action. The notice of any meeting at
which directors are to be elected shall include the names of the nominees
intended, at the time of the notice, to be presented by management for
election.
Notice of a shareholders' meeting shall be given either personally or
by mail or, addressed to the shareholder at the address of such shareholder
appearing on the books of the corporation or if no such address appears or is
given, by publication at least once in a newspaper of general circulation in the
county of Washoe, the State of Nevada. An affidavit of mailing of any notice,
executed by the Secretary, shall be prima facie evidence of the giving of the
notice.
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E. QUORUM. A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of
shareholders. If a quorum is present, the affirmative vote of the majority
of shareholders represented and voting at the meeting on any matter, shall
be the act of the shareholders. The shareholders present at a duly called
or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the number of shares required as noted
above to constitute a quorum. Notwithstanding the foregoing, (1) the sale,
transfer and other disposition of substantially all of the corporations'
properties and (2) a merger or consolidation of the corporation shall
require the approval by an affirmative vote of not less than two-thirds
(2/3) of the corporation's issued and outstanding shares.
F. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders meeting,
whether or not a quorum is present, may be adjourned from time to time. In
the absence of a quorum (except as provided in Section 5 of this Article),
no other business may be transacted at such meeting.
It shall not be necessary to give any notice of the time and place of
the adjourned meeting or of the business to be transacted thereat, other than by
announcement at the meeting at which such adjournment is taken; provided,
however when a shareholders meeting is adjourned for more than forty-five (45)
days or, if after adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting.
G. VOTING. The shareholders entitled to notice of any meeting or to
vote at such meeting shall be only persons in whose name shares stand on
the stock records of the corporation on the record date determined in
accordance with Section 8 of this Article.
H. RECORD DATE. The Board may fix, in advance, a record date for the
determination of the shareholders entitled to notice of a meeting or to
vote or entitled to receive payment of any dividend or other distribution,
or any allotment of rights, or to exercise rights in respect to any other
lawful action. The record date so fixed shall be not more than sixty (60)
nor less than ten (10) days prior to the date of the meeting nor more than
sixty (60) days prior to any other action. When a record date is so fixed,
only shareholders of record on that date are entitled to notice of and to
vote at the meeting or to receive the dividend, distribution, or allotment
of rights, or to exercise of the rights, as the case may be,
notwithstanding any transfer of shares on the books of the corporation
after the record date. A determination of shareholders of record entitled
to notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board fixes a new record date for the
meeting. The Board shall fix a new record date if the meeting is adjourned
for more than forty-five (45) days.
If no record date is fixed by the Board, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the close of business on the business day next preceding
the day on which notice is given or, if notice is waived, at the close of
business on the business day next preceding the day on which notice is given.
The record date for determining shareholders for any purpose other than as set
in this Section 8 or Section 10 of this Article shall be at the close of the day
on which the Board adopts the resolution relating thereto, or the sixtieth day
prior to the date of such other action, whichever is later.
I. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid
as though had at a meeting duly held after regular call and notice, if a
quorum is present either in person or by proxy, and 9, either before of
after the meeting, each of the persons entitled to vote not present in
person or by proxy,
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signs a written waiver of notice, or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of
the minutes of the meeting.
J. ACTION WITHOUT MEETING. Any action which, under any provision of
law, may be taken at any annual or special meeting of shareholders, may be
taken without a meeting and without prior notice if a consent in writing,
setting forth the actions to taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Unless a record
date for voting purposes be fixed as provided in Section 8 of this Article,
the record date for determining shareholders entitled to give consent
pursuant to this Section 10, when no prior action by the Board has been
taken, shall be the day on which the first written consent is given.
K. PROXIES. Every person entitled to vote shares has the right to do
so either in person or by one or more persons authorized by a written proxy
executed by such shareholder and filed with the Secretary not less than
five (5) days prior to the meeting.
L. CONDUCT OF MEETING. The President shall preside as Chairman at all
meetings of the shareholders, unless another Chairman is selected. The
Chairman shall conduct each such meeting in a businesslike and fir manner,
but shall not be obligated to follow any technical, formal or parliamentary
rules or principles of procedure. The Chairman's ruling on procedural
matters shall be conclusive and binding on all shareholders, unless at the
time of ruling a request for a vote is made by the shareholders entitled to
vote and represented in person or by proxy at the meeting, in which case
the decision of a majority of such shares shall be conclusive and binding
on all shareholders without limiting the generality of the foregoing, the
Chairman shall have all the powers usually vested in the chairman of a
meeting of shareholders.
3. - DIRECTORS
A. POWER. Subject to limitation of the Articles of Incorporation, of
these bylaws, and of actions required to be approved by the shareholders,
the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the Board.
The board may, as permitted by law, delegate the management of the
day-to-day operation of the business of the corporation to a management
company or other persons or officers of the corporation provided that the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the Board.
Without prejudice to such general powers, it is hereby expressly declared
that the Board shall have the following powers:
(i) To select and remove all of the officers, agents and
employees of the corporation, prescribe the powers and duties for
them as may not be inconsistent with law, or with the Articles of
Incorporation or by these bylaws, fix their compensation, and
require from them, if necessary, security for faithful service.
(ii) To conduct, manage, and control the affairs and business of
the corporation and to make such rules and regulations therefore
not inconsistent with law, with the Articles of Incorporation or
these bylaws, as they may deem best.
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(iii) To adopt, make and use a corporate seal, and to prescribe
the forms of certificates of stock and to alter the form of such
seal and such of certificates from time to time in their judgment
they deem best.
(iv) To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms and for such
consideration as may be lawful.
(v) To borrow money and incur indebtedness for the purposes of
the corporation, and to cause to be executed and delivered
therefor, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecation or
other evidence of debt and securities therefor.
B. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors shall be One, if there is only One Shareholder. If there are
more than One Shareholders, the minimum number of Directors shall be
Three until changed by amendment of the Articles or by a bylaw duly
adopted by approval of the outstanding shares amending this Section 2.
C. ELECTION AND TERM OF OFFICE. The directors shall be elected at
each annual meeting of shareholders but if any such annual meeting is not
held or the directors are not elected thereat, the directors may be
elected at any special meeting of shareholders held for that purpose.
Each director shall hold office until the next annual meeting and until a
successor has been elected and qualified.
D. CHAIRMAN OF THE BOARD. At the regular meeting of the Board, the
first order of business will be to select, from its members, a Chairman
of the Board whose duties will be to preside over all board meetings
until the next annual meeting and until a successor has been chosen.
E. VACANCIES. Any director may resign effective upon giving
written notice to the Chairman of the Board, the President, Secretary, or
the Board, unless the notice specified a later time for the effectiveness
of such resignation. If the resignation is effective at a future time, a
successor may be elected to take office when the resignation becomes
effective.
Vacancies in the Board including those existing as a result of a
removal of a director, shall be filled by the shareholder at a special meeting,
and each director so elected shall hold office until the next annual meeting and
until such director's successor has been elected and qualified.
A vacancy or vacancies in the board shall be deemed to exist in case of
the death, resignation or removal of any director or if the authorized number of
directors be increased, or if the shareholders fail, at any annual or special
meeting of shareholders at which any directors are elected, to elect the full
authorized number of directors to be voted for the meeting.
The Board may declare vacant the office of a director who has been
declared of unsound mind or convicted of a felony by an order of court.
The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies. Any such election by written consent requires the
consent of a majority of the outstanding shares entitled to vote. If the Board
accepts the resignation of a director tendered to take effect at a future time,
the shareholder shall have power to elect a successor to take office when the
resignation is to become effective.
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No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of the director's term
of office.
F. PLACE OF MEETING. Any meeting of the Board shall be held at any
place within or without THE STATE OF NEVADA which has been designated
from time to time by the Board. In the absence of such designation
meetings shall be held at the principal executive office of the
corporation.
G. REGULAR MEETINGS. Immediately following each annual meeting of
shareholders, the Board shall hold a regular meeting for the purpose of
organization, selection of a Chairman of the Board, election of officers,
and the transaction of other business. Call and notice of such regular
meeting is hereby dispensed with.
H. SPECIAL MEETINGS. Special meetings of the Board for any
purposes may be called at any time by the Chairman of the Board, the
President, or the Secretary or by any two directors.
Special meetings of the Board shall be, held upon at least four (4)
days written notice or forty-eight (48) hours notice given personally or by
telephone, telegraph, telex or other similar means of communication. Any such
notice shall be addressed or delivered to each director at such director's
address as it is shown upon the records of the Corporation or as may have been
given to the Corporation by the director for the purposes of notice.
I. QUORUM. A majority of the authorized number of directors
constitutes a quorum of the Board for the transaction of business, except
to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Board, unless a
greater number be required by law o by the Articles of Incorporation. A
meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken
is approved by at least a majority of the number of directors required as
noted above to constitute a quorum for such meeting.
J. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of
the Board may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all members
participate in such meeting can hear one another.
K. WAIVER OF NOTICE. The transactions of any meeting of the Board,
however called and noticed or wherever held, are as valid as though had
at a meeting duly held after regular call and notice if a quorum be
present and if, either before or after the meeting, each of the directors
not present signs a written waiver of notice, a consent to holding such
meeting or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made part of
the minutes of the meeting.
L. ADJOURNMENT. A majority of the directors present, whether or
not a quorum is present, may adjourn any directors' meeting to another
time and place. Notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and place be
fixed at the meeting adjourned. If the meeting is adjourned for more than
forty-eight (48) hours, notice of any adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the
directors who were not present at the time of adjournment.
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M. FEES AND COMPENSATION. Directors and members of committees may
receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board.
N. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the Board may be taken without a meeting if all members of the
board shall individually or collectively consent in writing to such
action. Such consent or consents shall have the same effect as a
unanimous vote of the Board and shall be filed with the minutes of the
proceedings of the Board.
O. COMMITTEES. The Board may appoint one or more committees, each
consisting of two or more directors, and delegate to such committees any
of the authority of the Board except with respect to:
(i) The approval of any action which requires shareholders'
approval or approval of the outstanding shares;
(ii) The filling of vacancies on the Board or on any committees;
(iii) The fixing of compensation of the directors for serving on
the Board or on any committee;
(iv) The amendment or repeal of bylaws or the adoption of new
bylaws;
(v) The amendment or repeal of any resolution of the Board which
by its express terms is not so amenable or repealableby a
committee of the board;
(vi) The appointment of other committees of the Board or the
members thereof.
Any such committee must be appointed by resolution adopted by a
majority of the authorized number of directors and may be designated an
Executive Committee or by such other name as the Board shall specify. The Board
shall have the power to prescribe the manner in which proceedings of any such
committee shall be conducted. Unless the Board or such committee shall otherwise
provide, the regular or special meetings and other actions of any such committee
shall be governed by the provisions of this Article applicable to meetings and
actions of the Board. Minutes shall be kept of each meeting of each committee.
4. - OFFICERS
A. OFFICERS. The officers of the corporation shall be a president,
a secretary and a treasurer. The corporation may also have, at the
discretion of the Board, one or more vice-presidents, one or more
assistant vice presidents, one or more assistant secretaries, one or more
assistant treasurers and such other officers as may be elected or
appointed in accordance with the provisions of Section 3 of this Article.
B. ELECTION. The officers of the corporation, except such officers
as may be elected or appointed in accordance with the provisions of
Section 3 or Section 5 of this Article, shall be chosen annually by, and
shall serve at the pleasure of, the Board, and shall hold their
respective offices until their resignation, removal or other
disqualification from service, or until their respective successors shall
be elected.
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C. SUBORDINATE OFFICERS. The Board may elect, and may empower the
President to appoint, such other officers as the business of the
corporation may require, each of whom shall hold office for such period,
have such authority, and perform such duties as are provided in these
bylaws or as the Board, or the President may from time to time direct.
D. REMOVAL AND RESIGNATION. Any officer may be removed, D. either
with or without cause, by the Board of Directors at any time, or, except
in the case of an officer chosen by the Board, by any officer upon whom
such power of removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein. The acceptance of such
resignation shall be necessary to make it effective.
E. VACANCIES. A vacancy of any office because of death,
resignation, removal, disqualification, or any other cause shall be
filled in the manner prescribed by these bylaws for the regular election
or appointment to such office.
F. PRESIDENT. The President shall be the chief executive officer
and general manager of the corporation. The President shall preside at
all meetings of the shareholders and, in the absence of the Chairman of
the Board at all meetings of the Board. The President has the general
powers and duties of management usually vested in the chief executive
officer and the general manager of a corporation and such other powers
and duties as may be prescribed by the Board.
G. VICE PRESIDENTS.In the absence or disability of the President,
the Vice Presidents in order of their rank as fixed by the Board or, if
not ranked, the vice President designated by the Board, shall perform all
the duties of the President, and when so acting shall have all the powers
of, and be subject to all the restrictions upon the President. The vice
Presidents shall have such other peers and perform such other duties as
from time to time may be prescribed for them respectively by the
President or the Board.
H. SECRETARY. The Secretary shall keep or cause to be kept, at the
principal executive offices and such other place as the Board may order,
a book of minutes of all meetings.
The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board and any committees thereof
required by these bylaws or bylaw to be given, shall keep the seal of the
corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board.
I. TREASURER. The Treasurer is the chief financial officer of the
corporation and shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and financial
transactions of the corporation, and shall send or cause to be sent to
the shareholders of the corporation such financial statements and reports
as are by law or these bylaws required to be sent to them.
The Treasurer shall deposit all monies and other valuables in the
name and to the credit of the corporation with such depositories as may be
designated by the Board. The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board, shall render to the President
and directors, whenever they request it, an account of all transactions as
Treasurer and of the financial conditions of the corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board.
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J. AGENTS. The President, any Vice President, the Secretary or
Treasurer may appoint agents with power and authority, as defined or
limited in their appointment, for and on behalf of the corporation to
execute and deliver, and affix the seal of the corporation thereto, to
bonds, undertakings, recognizance, consents of surety or other written
obligations in the nature thereof and any said officers may remove any
such agent and revoke the power and authority given to him.
5. - OTHER PROVISIONS
A. DIVIDENDS. The Board may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner
and on the terms and conditions provided by law, subject to any
contractual restrictions on which the corporation is then subject.
B. INSPECTION BY BY-LAWS. The Corporation shall keep in its
Principal Executive Office the original or a copy of these bylaws as
amended to date which shall be open to inspection to shareholders at all
reasonable times during office hours. if the Principal Executive Office
of the Corporation is outside THE STATE OF NEVADA and the Corporation has
no principal business office in such State, it shall upon the written
notice of any shareholder furnish to such shareholder a copy of these
bylaws as amended to date.
C. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President
or any other officer or officers authorized by the Board or the President
are each authorized to vote, represent, and exercise on behalf of the
Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the Corporation. The
authority herein granted may be exercised either by any such officer in
person or by any other person authorized to do so by proxy or power of
attorney duly executed by said officer.
6. - INDEMNIFICATION
A. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. Subject to the
limitations of law, if any, the corporation shall have the power to
indemnify any director, officer, employee and agent of the corporation
who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of to procure a
judgment in its favor) against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with
such proceeding, provided that the Board shall find that the director,
officer, employee or agent acted in good faith and in a manner which such
person reasonably believed in the best interests of the corporation and,
in the case of criminal proceedings, had no reasonable cause to believe
the conduct was unlawful. The termination of any proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contenders shall
not, of itself create a presumption that such person did not act in good
faith and in a manner which the person reasonably believed to be in the
best interests of the corporation or that such person had reasonable
cause to believe such person's conduct was unlawful.
B. INDEMNIFICATION IN ACTIONS BY OR ON BEHALF OF CORPORATION.
Subject to the limitations of law, if any, the Corporation shall have the
power to indemnify any director, officer, employee and agent of the
corporation who was or is threatened to be made a party to any
threatened, pending or completed legal action by or in the right of the
Corporation to procure a judgment in its favor, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement, if the Board of Directors determine that such person acted in
good faith, in a manner such person believed to be in the best interests
of the Corporation
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and with such care, including reasonable inquiry, as an ordinarily
prudent person would use under similar circumstances.
C. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by the Corporation prior to the final
disposition of such proceeding upon receipt of an undertaking by or on
behalf of the officer, director, employee or agent to repay such amount
unless it shall be determined ultimately that the officer or director is
entitled to be indemnified as authorized by this Article.
D. INSURANCE. The corporation shall have power t purchase and
maintain insurance on behalf of any officer, director, employee or agent
of the Corporation against any liability asserted against or incurred by
the officer, director, employee or agent in such capacity or arising out
of such person's status as such whether or not the corporation would have
the power to indemnify the officer or director, employee or agent against
such liability under the provisions of this Article.
7. - AMENDMENTS
The bylaws may be altered, amended or repealed either by approval of a majority
of the outstanding shares entitled to vote or by the approval of the Board;
provided, however, that after the issuance of shares, a bylaw specifying or
changing a fixed number of directors or the maximum or minimum number or
changing from a fixed to a flexible Board or vice versa may only be adopted by
the approval by an affirmative vote of not less than two-thirds of the
corporation's issued and outstanding shares entitled to vote.
CERTIFICATE OF PRESIDENT
OF
THE FLINTLOCK COMPANY
THIS IS TO CERTIFY that I am the duly elected, qualified and acting President of
The Flintlock Company and that the above and foregoing Bylaws, constituting a
true original copy , were duly adapted as the Bylaws of said corporation on
December 18, 1992 by the Directors of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand.
Dated: This 18th of December, 1992
President: /S/ LEWIS M. ESLICK
----------------------------------
Lewis M. Eslick
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EXHIBIT 10
EMPLOYMENT AGREEMENT BETWEEN THE COMPANY
AND EARL T. SHANNON DATED MAY 20, 1999
<PAGE>
EMPLOYMENT AGREEMENT
AGREEMENT dated this 20th day of May, 1999, between PageActive Holdings,
Inc. (the "Employer") and Earl T. Shannon (the "Employee").
1. EMPLOYMENT. The Employer employs the Employee and the Employee accepts
employment upon the terms and conditions of this Agreement.
2. TERM. The term of this Agreement shall begin on 20 May, 1999, and
shall continue at will.
3. COMPENSATION. The Employer shall pay the Employee for all services
rendered a salary of $60,000 a year, payable in equal bi-weekly installments.
Salary payments shall be subject to withholding and other applicable taxes. In
addition, Employer shall pay Employee a reasonable monthly automobile allowance
and shall pay for the reasonable costs of medical insurance coverage on behalf
of Employee.
4. STOCK OPTION. Employee shall have the right to purchase up to 500,000
shares of common stock of Employer regardless of Employee's employment status
with Employer for 10 cents per share.
5. DUTIES. The Employee shall be employed as President and Director.
6. EXTENT OF SERVICES. The Employee shall devote a reasonable amount of
his time and attention to the Employer's business.
7. DISCLOSURE OF INFORMATION. The Employee acknowledges that the list of
the Employer's Customers and Employer's Pricing are valuable, special, and
unique assets of the Employer's business. The Employee shall not, during and
after the term of his employment disclose all or any part of the Employer's
Customer List or Pricing to any person, firm, corporation, association, or other
entity for any reason or purpose. In the event of the Employee's breach, or
threatened breach, of this paragraph, the Employer shall be entitled to a
preliminary restraining order and an injunction restraining and enjoining
Employee from disclosing all or any part of the Employer's Customer List and
Pricing and from rendering any services to any person, firm, corporation,
association, or other entity to whom all or any part of such Customer List and
Pricing has been, or is threatened to be, disclosed. In addition to or in lieu
of the above, the Employer may pursue all other remedies available to the
Employer for such breach, or threatened breach, including the recovery of
damages for the Employee.
8. VACATIONS. The Employee shall be entitled each year to a vacation of
three weeks, during which time his compensation shall be paid in full.
9. TERMINATION WITHOUT CAUSE. The Employer may, without cause, terminate
this Agreement at any time. In that event, the Employee, if requested by the
Employer, shall continue to render his services and shall be paid his regular
compensation up to the date of termination. The Employee may without cause
terminate this Agreement by giving 30 days' written notice to the Employer. In
either event, the Employee shall continue to render his services and shall be
paid his regular compensation up to the date of termination, but he shall not
receive any severance allowance.
10. VENUE. Any and all disputes concerning this Agreement must be
litigated in Circuit Court in Palm Beach County, Florida.
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11. ATTORNEY'S FEES; COSTS. In any litigation concerning this Agreement,
the prevailing party in such litigation shall be entitled to receive from the
non-prevailing party, reasonable attorney's fees and costs and expenses.
12. ENTIRE AGREEMENT. This Agreement supersedes all other agreements
previously made between the parties relating to its subject matter. There are no
other understandings or agreements.
13. NOTICES. Any notice required or desired to be given under this
Agreement shall be deemed given if in writing sent by certified mail to Employee
c/o Peter W. Mettler, Esq., 140 Royal Palm Way, Suite 202, Palm Beach, FL 33480
and Employer c/o Sean P. Flanagan, Esq., Chapman & Flanagan, Ltd., 2080 East
Flamingo Road, Suite 112, Las Vegas, NV 89119.
14. WAIVER OF BREACH. The Employer's waiver of a breach of any provision
of this Agreement by the Employee shall not operate or be construed as a waiver
of any subsequent breach by the Employee. No waiver shall be valid unless in
writing and signed by an authorized officer of the Employer.
15. ASSIGNMENT. The Employee acknowledges that his services are unique
and personal. Accordingly, the Employee may not assign his rights or delegate
his duties or obligations under this Agreement. The Employer's rights and
obligations under this Agreement shall inure to the benefit of and shall be
binding upon the Employer's successors and assigns.
16. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Florida.
17. HEADINGS. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties have executed this Agreement on the
aforesaid date.
PAGEACTIVE HOLDINGS, INC. EMPLOYEE
By: /s/ Douglas Arnell /s/ Earl T. Shannon
----------------------------- -----------------------------
Douglas Arnell, Secretary Earl T. Shannon
2
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