SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A1
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GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant To Section 12(g) of the Securities Exchange Act of 1934
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Oasis Entertainment's Fourth Movie Project, Inc
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Nevada 88-0403762
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 326, Dana Point CA 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(949) 249-1765
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Common Voting Equity Stock
14,810,000
January 10, 2000
The EXHIBIT INDEX is located at page 37 - of this Registration Statement
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PART I
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Unnumbered Item: Introduction
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for quotation on the
Over-the-Counter Bulletin Board, often called "OTCBB". This Registrant's common
stock is not presently quoted on any exchange at the present time. The
requirements of the OTCBB are that the financial statements and information
about the Registrant be reported periodically to the Commission and be and
become information that the public can access easily. This Registrant wishes to
report and provide disclosure voluntarily, and will file periodic reports in the
event that its obligation to file such reports is suspended under the Exchange
Act. If and when this 1934 Act Registration is effective and clear of comments
by the staff, this Registrant will be eligible for consideration for the OTCBB
upon submission of one or more NASD members for permission to publish quotes for
the purchase and sale of the shares of the common stock of the Registrant.
This Registrant may be the subject of a "Reverse Acquisition". A reverse
acquisition is the acquisition of a private ("Target") company by a public
company, by which the private company's shareholders acquire control of the
public company. While no negotiations are in progress, and no potential targets
have been identified, the business plan of this Registrant is to find such a
target or targets, and attempt to acquire them for stock. While no such
arrangements or plans have been adopted or are presently under consideration, it
would be expected that a reverse acquisition of a target company or business
would be associated with some private placements and/or limited offerings of
common stock of this Registrant for cash. Such placements, or offerings, if and
when made or extended, would be made with disclosure and reliance on the
businesses and assets to be acquired, and not upon the present condition of this
Registrant.
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Item 1. Description of Business.
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(a) Business Development.
(1) Form and Year of Organization. This Corporation Oasis Entertainment's
Fourth Movie Project, Inc. ("the Registrant") was duly incorporated in Nevada on
April 9, 1998. The Registrant has on file with the Securities and Exchange
Commission an Amended Form 1-A/Regulation A Offering Statement (File No.
24-3948) under the Securities Act of 1933, as amended. In that Offering
Statement the business of Registrant was described to be the production of
low-budget films for theatrical, cable and video release.
This Registrant has never been a "Blank Check Company", commonly called a
"Blind Pool", as referred to in either Rule 419 or Rule 504, or at any time its
founders or others were offered, purchased or acquired the outstanding
securities of this Registrant. After abandoning its business plan, it became a
company whose business plan was to find a profitable business combination. As a
practical matter, the Registrant is required to register its common stock
pursuant to ss.12(g) of the 1934 Act, and to pursue continued acceptance for
quotation on the OTCBB if it is to have any chance to compete in with other
issuers or registrants, for business combinations by reverse acquisition. There
are no lock-up or shareholder pooling agreements between or among shareholders
of this Registrant. All shares are owned and controlled independently by the
persons to whom they are issued. This Registrant has no Internet address.
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Founders Shares: On April 9, 1998, 5,000,000 shares of common stock were
issued to each of the Registrant's two founders at par value for a total of
$10,000.
Further Issuances: On September 30, 1998, 1,500,000 shares of common stock
were issued and on April 20, 1999, 3,310,000 shares of common stock were issued
at $0.10 per share for a total of $481,000 pursuant to an exemption from
registration in an offering made in reliance upon the exemption provided by
Regulation A of the Securities Act of 1933 to a total of 40 accredited
investors.
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Issuance:
Reference Number Original
Exemption Issuances
Forward Split
1 to 1,000
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1-ss.4(2) 10,000,000
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2- Reg. A 1,500,000
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3- Reg. A 3,310,000
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Totals 14,821,000
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(2) Bankruptcy, Receivership or Similar Proceeding. None from inception to
date.
(b) Business of the Issuer. This Company has no current business.Pursuant to the
Registrant's original business plan, it produced one full-length movie entitled
"The Blood Game" that was intended for video and cable release. The movie was
produced for a cost of $174,360. The Registrant has been unsuccessful in their
efforts to sell or distribute this movie, and there are no assurances that the
Registrant will be able to sell or distribute this movie. If the Registrant is
unsuccessful in these efforts, or if there is only limited distribution of the
movie, then all or a part of the production cost may be lost.
Due to the distribution problems encountered with the "Blood Game" and due
to recent changes in the entertainment industry regarding the technological
demands of producing, the Officers and Directors of Registrant have reviewed and
analyzed the current business plan of "producing low budget movies."
The business analysis concluded that the current business plan projected
diminishing returns and great margins of risk. The technology in the movie
industry was changing so rapidly that the cost for production exceeded any
possible gross revenue for "made-for-cable and video features." The industry
trade publications predicted that the following two years would see an emergence
of the major movie studios into the smaller markets such as "made-for-cable and
video features," independent films, and Internet programming due to the radical
changes in market demands for content, medium and genre. The Registrant also
lacks the capital resources to fund multiple productions in one period, which
was a growing necessity to compete in the industry.
Meanwhile, an opportunity to produce and finance direct response television
programs arose. An emerging "Direct Response" company, Reliant Interactive Media
Corp. ("Reliant") approached the Registrant to finance and co-produce
direct-response television and electronic retailing programs. Reliant is a full
reporting public company trading under the symbol "RIMC" on the OTCBB.
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After extensive due diligence, the Officers and Directors of the Registrant
concluded the potential for profit and growth in this new opportunity was far
greater than its previous business plan. A new business plan was then adopted
and a contract was entered into with Reliant for financing and co- producing
three (3) direct-response television programs.
In the Agreement between Reliant and Registrant, dated March 24, 1999,
Registrant provided $250,000 to Reliant for production of three infomercials. In
consideration of this financing, Registrant will receive 250,000 shares of
common stock of Reliant and royalties equal to 2% of the adjusted gross revenues
received by Reliant up to a maximum of $625,000. Thereafter, the royalty will be
reduced to 1%. To date, no royalties have been paid to Registrant under this
Agreement.
Registrant also loaned a total of $300,000 to Reliant of which the sum of
$113,500 is past due and owing. In connection with these loans, Reliant will
also issue an additional 5,000 shares of its common stock to Registrant.
Reliant has notified Registrant that no additional financing is required
from Registrant, and consequently Registrant has abandoned its second business
plan effective December 15, 1999. Its business plan is to seek one or more
profitable business combinations or acquisitions to secure profitability for
shareholders. It has no day to day operations at the present time. Its officers
and directors devote only insubstantial time and attention to the affairs of
this issuer at the present time, for the reason that only such attention is
presently required. Management has adopted a conservative and patient policy of
seeking opportunities of exceptional quality, in management's view, and to
accept that it may have to wait longer, as a result, before consummating any
transactions to create profitability for its shareholder. Due to circumstances
unique to this Registrant, it is not in a position to consider any specific
proposal for the use of this Registrant in reverse merger transactions, for the
reason that it is not now qualified for continued quotation on the OTC Bulletin
Board. Management has determined that it must so qualify itself by this 1934 Act
Registration of its common stock, as a class, pursuant to ss.12(g) of the
Securities Act of 1934, before it can present itself as a viable competitor in
the reverse acquisition arena.
Limited Scope and Number of Possible Acquisitions: The Company does not
intend to restrict its consideration to any particular business or industry
segment, and the Company may consider, among others, finance, brokerage,
insurance, transportation, communications, research and development, service,
natural resources, manufacturing or high-technology. Of course, because of the
Company's limited resources, the scope and number of suitable candidate business
ventures available will be limited accordingly, and most likely the Company will
not be able to participate in more than a single business venture. Accordingly,
it is anticipated that the Company will not be able to diversify, but may be
limited to one merger or acquisition because of limited financing. This lack of
diversification will not permit the Company to offset potential losses from one
business opportunity against profits from another. To a large extent, a decision
to participate in a specific business opportunity may be made upon management's
analysis of the quality of the other firm's management and personnel, the
anticipated acceptability of new products or marketing concepts, the merit of
technological changes and numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective criteria. In
many instances, it is anticipated that the historical operations of a specific
firm may not necessarily be indicative of the potential for the future because
of the necessity to substantially shift a marketing approach, expand operations,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the management of a business
opportunity to identify such problems and to implement, or be primarily
responsible for the implementation of, required changes. Because the Company may
participate in a business opportunity with a newly organized firm or with a firm
which is entering a new phase of growth, it should be emphasized that the
Company may incur further risk due to the failure of the target's management to
have proven its abilities or effectiveness, or the failure
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to establish a market for the target's products or services, or the failure to
prove or predict profitability.
Probable Industry Segments for Acquisition. While the Company does not
intend to rule out its consideration to any particular business or industry
segment, Management has determined to focus its principal interest in evaluating
development stage companies in the electronic commerce, high- technology,
communication technologies, information services and internet industry segments.
It is nevertheless possible that an outstanding opportunity may develop in other
industry segments, such as finance, brokerage, insurance, transportation,
communications, research and development, service, natural resources,
manufacturing or other high-technology areas.
Reporting under the 1934 Act. Following the effectiveness of this 1934 Act
Registration of the common stock of this Registrant, certain periodic reporting
requirements will be applicable. First and foremost, a 1934 Registrant is
required to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end of its fiscal year. The key element of such annual filing is Audited
Financial Statement prepared in accordance with standards established by the
Commission. A 1934 Act Registrant also reports on the share ownership of
affiliates and 5% owners, initially, currently and annually. In addition to the
annual reporting, a Registrant is required to file quarterly reports on Form
10-Q or 10-QSB, containing audited or un-audited financial statements, and
reporting other material events. Some events are deemed material enough to
require the filing of a Current Report on Form 8- K. Any events may be reported
currently, but some events, like changes or disagreements with auditors,
resignation of directors, major acquisitions and other changes require
aggressive current reporting. All reports are filed and become public
information. The practical effects of the foregoing requirements on the criteria
for selection of a target company are two-fold: first, the target must have
audited or auditable financial statements, and the target must complete an audit
for filing promptly upon the consummation of any acquisition; and, second, that
the target management must be ready, willing and able to carry forth those
reporting requirements or face de-listing from the OTCBB, if listed, and
delinquency and possible liability for failure to report.
Transactions with Management. There is no present or foreseeable potential
that this Registrant will acquire a target business or company in which its
present management or principal shareholder, or affiliates, have an ownership
interest. Consideration has been given to corporate policy in this regard, and
it has been determined not to permit any transaction in other than an arm's
length acquisition of business assets owned and controlled by unrelated third
party interests. The basis for this policy is two fold: first, that related
party transactions are unnecessary in the judgment of management and involve
risks not necessary to invite; and second that related party transaction do not
offer the potential profitability for shareholders, that management believes
exists presently in the market place for public issuers amenable to reverse
merger transactions.
Finders fee for Management. No finder's fees will be payable to Management
in connection with any forseeable reverse acquisition. Management is identified
with the principal shareholder. The Principal Shareholder's remaining share
ownership following any reverse acquisition, and the Principal Shareholder might
be expected to sell its controlling interest for consideration from the
acquiring shareholders of the acquisition target. Depending on the quality of
the target company, the principal shareholder may sell all, some, or none of the
control block, as matters for arm's length deal-making, when it comes to that
stage. Additionally, the Principal Shareholder is the Principal Consultant and
provides, has provided and may provide corporate services to the Registrant,
billable hourly in an established and customary manner. No finders fees,
commissions or other bonuses to Management, Principal Shareholder, or
affiliates, for securing or in connection with any acquisition, will be paid or
payable, as a matter of both current economic conditions and corporate policy.
Management has determined that in its view of the current market for such
transactions, such fees or bonuses are not justifiable.
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Consultants. This Registrant has only a single consultant, namely Intrepid
International Ltd., a Nevada Corporation, in which one or more of the
Registrant's Officers and directors is an affiliate. No other consultants are
presently engaged nor are there any plans to retain any consultants currently or
for the foreseeable future. It is, of course, conceivable that should a target
business be acquired, one or more consultants may be sought out by the
management of the acquired entity, following a change of control. As of this
time, there is no basis upon which Management could base anything more than mere
speculation as to what manner of consultant, what criteria for seeking or
selecting consultants, or what term of service any such consultant might
require; for the reason that all such consideration would be matters before the
Management of the Registrant only after a change of control which would result
from a reverse acquisition.
Loan Financing not anticipated. There are no foreseeable circumstances
under which loan financing will be sought or needed during Registrant's present
development stage.
Dependence on Management. This Company is required to rely on Management's
skill, experience and judgement, both in regard to extreme selectivity, and in
any final decision to pursue any particular business venture, as well as the
form of any business combination, should agreement be reached at some point to
acquire or combine. Please see Item 2 of this Part, MANAGEMENTS DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION, and also Item 7 of this Part, CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.
(1) Principal Products or Services and their Markets. None.
(2) Distribution Methods of the products or services. None.
(3) Status of any publicly announced new product or service. None.
(4) Competitive business conditions and the small business issuer's
competitive position in the industry. Other better capitalized firms are engaged
in the search for acquisitions or business combinations which firms may be able
to offer more and may be more attractive to acquisition candidates. This
Registrant became a candidate for reverse acquisition transactions only this
past October. Management, in evaluating market conditions and unsolicited
proposals, has formed the estimate that the selection of a business combination
is probable within the next twelve months. There is no compelling reason why
this Registrant should be preferred over other reverse-acquisition public
corporation candidates. It has no significant pool of cash it can offer and no
capital formation incentive for its selection. It has a limited shareholder base
insufficient for acquisition target wishing to proceed for application to
NASDAQ. In comparison to other "public shell companies" this Registrant is
unimpressive, in the judgement of management, and totally lacking in unique
features which would make it more attractive or competitive than other "public
shell companies". While management believes that the competition of other
"public shell companies" is intense and growing, it has no basis on which to
quantify its impression. This Registrant is not desperate or overly eager to
find a business partner, and its management has resolved to allow such time as
may be required to find an opportunity of superior value and potential.
Notwithstanding the confidence of management in its knowledge, skill and that of
its consultants and principal shareholder, there can be no assurance that this
issuer will prove competitively attractive to the kinds of transactions it
seeks. Please See the Item 2 of this part, MANAGEMENT DISCUSSION AND ANALYSIS,
for more information and disclosure.
(5) Principal Products or Services and their Markets. None.
(6) Distribution Methods of the products or services. None.
(7) Status of any publicly announced new product or service. None.
(8) Sources of and availability of raw Materials and the names of principal
suppliers. Not Applicable.
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(9) Dependence on one or a few major customers. None.
(10) Patents, Trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts. None.
(11) Need for any government approval of principal products or services and
status. Not Applicable.
(12) Effect of existing or probable governmental regulations on the
business. Not Applicable. However, this issuer would expect to maintain its
corporate status with the State of its incorporation, and would file its tax
returns and reports required to be filed with the Commission. This issuer wishes
to report and provide disclosure voluntarily, and will file periodic reports in
the event that its obligation to file such reports is suspended under the
Exchange Act. If and when this 1934 Act Registration is effective and clear of
comments by the staff, this issuer will be eligible for consideration for the
OTCBB upon submission of one or more NASD members for permission to publish
quotes for the purchase and sale of the shares of the common stock of the
issuer. In connection with such submission and any continuation on the OTCBB,
this Registrant would expect to comply with NASD regulations, to the extent that
any such regulations are applicable to the conduct of the Registrant's affairs.
(13) Estimate of amount spent on research and development in each of last
two years. None.
(14) Costs and effects of compliance with environmental laws. Not
Applicable.
(15) Number of total employees and full-time employees. None. The
Registrant has three officers who devote an insubstantial amount of time to the
affairs of this Registrant and who serve without compensation.
(16) Year 2000 Compliance, effect on customers and suppliers. None. The
issuer has no computers or digital equipment of its own, no suppliers or
customers. Accordingly, the issuer has determined that it is faced with no year
2000 compliance issues other than those shared by the public in general.
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Item 2. Managements Discussion and Analysis or Plan of Operation.
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(a) Plan of Operation. This Registrant has no current business. Its business
plan is to seek one or more profitable business combinations or acquisitions to
secure profitability for shareholders.
(1) Plan of Operation for the next twelve months. This Registrant's
Management and its Principal Shareholder are of the opinion that presently
high-technology, telecommunication and internet projects, some new start-up,
some with significant research and development in progress, are in the market
for reverse acquisition candidates. This Registrant is not, however, in a
position to search or evaluate any such opportunities. It will not do so, until
its 1934 Act Registration of its common stock is effective and clear of comments
by the Staff of the Commission, and until and unless it achieves quote-ability
on the OTCBB. It has not been and is not believed to be necessary for this
Registrant to advertise, or for management to travel in search of candidates. It
is likely that management might travel in connection with a candidate it intends
to select and with which it intends to enter into a committed relationship, at
such time as it begins its search. Extensive due diligence and evaluation of
proposals is made by the principal shareholder in connection with its own
business, and perforce for the benefit of this Registrant.
(i) Cash Requirements and of Need for additional funds, twelve months. This
Company has no immediate or forseeable need for additional funding, from
sources outside of its circle of
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shareholders, and their consultants, during the next twelve months. The
expenses of its audit, legal and professional requirements, including
expenses in connection with this 1934 Act Registration of its common stock,
have been and continue to be advanced by its management and principal
shareholder. Management believes that no significant cash or funds will be
required for its Management to evaluate possible transactions, at such time
as it begins its search. The Registrant enjoys the non-exclusive use of
office, telecommunication and incidental supplies of stationary, provided
by its Officers and Attorneys, who are related to its sole Consultant.
These Officers, Directors, and Attorneys of these issuer are substantially
the same as those of its sole consultant, such that its maintenance
expenses are minimal and manageable during this period and for the
foreseeable future.
In the event, consistent with the expectations of management, that no
combination is made within the next twelve months, this Registrant may be
forced to deal with minimal costs involved in maintenance of corporate
franchise and filing reports as may be required, when and if this 1934 Act
registration is effective. Should this become necessary, the maximum amount
of such advances is estimated not to exceed $20,000. These expenses would
involve legal and auditing expenses. The Consultant and Counsel have
agreed, informally, to defer compensation, pending acquisition. It is
possible that any advances may be settled by compensation in common stock.
Should further auditing be required, such services by the Independent
Auditor may not be the subject of deferred compensation, or compensation in
stock.
The Registrant has no present business or business plan other than to
seek a profitable business combination, most likely in a reverse
acquisition or similar transaction. Accordingly, its plan is to seek one or
more profitable business combinations or acquisitions to secure
profitability for shareholders. The Registrant will be concentrating on
selecting a business combination candidate, when its 1934 Act Registration
is effect and complete. No current fund raising programs are being
conducted or contemplated before merger, acquisition or combination is
announced, and then any such capital formation would be offered to
investors based upon the assets and businesses to be acquired, and not on
this Registrant in its present condition, without businesses, revenues, or
income producing assets.
It is unlikely that this Registrant can attract capital before it
identifies an acquisition target. It is likely that this Registrant can
attract capital when it has done so, based upon the attractiveness of
businesses and assets to be acquire.
This Registrant does not anticipate any contingency upon which it
would voluntarily cease filing reports with the SEC, even though it may
cease to be required to do so. It is in the compelling interest of this
Registrant to report its affairs quarterly, annually and currently, as the
case may be, generally to provides accessible public information to
interested parties, and also specifically to maintain its qualification for
the OTCBB, if and when the Registrant's intended applicable for submission
be effective.
(ii) Summary of Product Research and Development. None.
(iii) Expected purchase or sale of plant and significant equipment. None.
(iv) Expected significant change in the number of employees. None.
(b) Discussion and Analysis of Financial Condition and Results of Operations.
(i) Operations and Results for the past two fiscal years. This Registrant
has not succeeded in launching operations during the past two fiscal years.
It has had no revenues to date other
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than limited interest income. It has incurred general and administrative
and interest expenses during these period.
============================
1999 1998
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General and (214,396) -0-
Administrative
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Interest Expense (4,628) -0-
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Interest Income 24,885 -0-
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TOTALS (194,139) 0
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(ii) Future Prospects. The Registrant is unable to predict when it may
participate in a business opportunity. The reason for this uncertainty
arises from its limited resources, and competitive disadvantages with
respect to other public or semi-public issuers. Notwithstanding the
foregoing cautionary statements, assuming the continuation of current
conditions, this issuer would expect to proceed to select a business
combination within no sooner than six months, but would expect more likely
not to close an acquisition in a shorter period than within the next twelve
months. It cannot attract a partner before it can perfect the continued
quotation of its common stock on the OTCBB by this 1934 Act Registration.
(c) Reverse Acquisition Candidate. The Registrant is searching for a profitable
business opportunity. The acquisition of such an opportunity could and likely
would result in some change in control of the Issuer at such time. This would
likely take the form of a reverse acquisition. That means that this issuer would
likely acquire businesses and assets for stock in an amount that would
effectively transfer control of this issuer to the acquisition target company or
ownership group. It is called a reverse-acquisition because it would be an
acquisition by this issuer in form, but would be an acquisition of this issuer
in substance. Capital formation issues for the future of this Registrant would
arise only when targeted business or assets have been identified. Until such
time, this Registrant has no basis upon which to propose any substantial
infusion of capital from sources outside of its circle of affiliates.
Targeted acquisitions for stock may be accompanied by capital formation
programs, involving knowledgeable investors associated with or contacted by the
owners of a target company. While no such arrangements or plans have been
adopted or are presently under consideration, it would be expected that a
reverse acquisition of a target company or business would be associated with
some private placements and/or limited offerings of common stock of this
Registrant for cash. Such placements, or offerings, if and when made or
extended, would be made with disclosure of and reliance on the businesses and
assets to be acquired, and not upon the present or future condition of this
Issuer without revenues or substantial assets.
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Item 3. Description of Property.
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The Issuer has no property and enjoys the non-exclusive use of offices and
telephone of its officers and attorneys.
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Item 4. Security Ownership of Certain Beneficial Owners and Management.
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(a) Security Ownership of Certain Beneficial Owners. To the best of
Registrant's knowledge and belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. These following 5% or more shareholders
are unrelated to Management or to its sole consultant. Neither management, nor
any affiliate of management, or of the consultant to management, has any
interest in any of the following shareholders, nor do any of the following
shareholders possess any interest or affiliation with either management or its
consultant.
===================================================================
5% Owners # Shares % of Total
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498534 Alberta, Inc. 1,000,000 6.75
5127 Pineridge
Peachland BC Canada V0H 1Y0
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Baycove Capital Corporation 1,000,000 6.75
73 Front Street, 3rd Floor
Hamilton, Bermuda HM 12
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Intrepid International S.A. 5,000,000 33.76
PO Box 8807
Panama 5, Panama
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Giovanni Trivella 5,000,000 33.76
Letzigraben 89
Zurich, Switzerland CH8040
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Total 5% Owners 12,000,000 81.02
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Total Issued and Outstanding 14,810,000 100.00
===================================================================
(b) Security Ownership of Management. To the best of Registrant's knowledge
and belief the following disclosure presents the total beneficial security
ownership of all Directors and Nominees, naming them, and by all Officers and
Directors as a group, without naming them, of Registrant, known to or
discoverable by Registrant.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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================================================================================
Name and Address of Actual Shares Owned %
Beneficial Owner
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Kirt W. James President/Director 0 0
24843 Del Prado Suite 318
Dana Point CA 92629
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J. Dan Sifford Jr. Treasurer 0 0
62 Bay Heights Drive
Miami, Florida 33133
================================================================================
Karl E. Rodriguez Secretary 0 0
24843 Del Prado Suite 318
Dana Point CA 92629
================================================================================
All Officers and Directors as a Group 0 0
================================================================================
Total Shares Issued and Outstanding 14,810,000 100.00
================================================================================
(c) Changes in Control. There are no arrangements known to Registrant, including
any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Issuer. The Issuer is
searching for a profitable business opportunity. The Issuer is searching for a
profitable business opportunity. The acquisition of such an opportunity could
and likely would result in some change in control of the Issuer at such time.
This would likely take the form of a reverse acquisition. That means that this
issuer would likely acquire businesses and assets for stock in an amount that
would effectively transfer control of this issuer to the acquisition target
company or ownership group. It is called a reverse-acquisition because it would
be an acquisition by this issuer in form, but would be an acquisition of this
issuer in substance.
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Item 5. Directors, Executive Officers, Promoters and Control Persons.
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The following persons are the Officers/Directors of Registrant, to serve
until their successors might be elected or appointed. The time of the next
meeting of shareholders has not been determined and is not likely to take place
before a targeted acquisition or combination is determined.
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DIRECTOR'S NAME AGE OFFICE/POSITION
================================================================================
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Kirt W. James PRESIDENT/DIRECTOR
24843 Del Prado, Suite 318 42
Dana Point CA 92629
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J. Dan Sifford TREASURER/DIRECTOR
62 Bay Heights Drive 63
Miami FL 33133
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Karl E. Rodriguez GENERAL COUNSEL/
24843 Del Prado, Suite 313 52 CORPORATE SECRETARY/
Dana Point CA 92629 DIRECTOR
================================================================================
11
<PAGE>
KIRT W. JAMES, President and Director, has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc.; and from
1987 to 1990 Mr. James built retail markets for American International Medical
Supply Co., a Public Company. In 1990 he formed and become President of HJS
Financial Services, Inc., and is responsible for day to day business of the firm
and consults Client's business and Product Development. During the past five
years Mr. James has been involved in the valuation, sale and acquisition of
numerous private businesses and planning for the entry of private corporations
into the public market place for their securities.
J. DAN SIFFORD, JR., Treasurer, grew up in Coral Gables, Florida, where he
attended Coral Gables High School and the University of Miami. After leaving the
University of Miami, Mr. Sifford formed a wholesale consumer goods distribution
company which operated throughout the southeastern United States and all of
Latin America. In 1965, as an extension of the operations of the original
company, he founded Indiasa Corporation (Indiasa), a Panamanian company which
was involved in supply and financing arrangements with many of the Latin
American Governments, in particular, their air forces and their national
airlines. As customer requirements dictated, separate subsidiaries were
established to handle specific activities. During each of the past five years he
has served as President of Indiasa, which serves only as a holding company
owning: 100% of Indiasa Aviation Corp. (a company which owns aircraft but has no
operations); 100% of Overseas Aviation Corporation (a company which owns Air
Carrier Certificates but has no operations); 50% of Robmar International, S.A.
(a company operates a manufacturing plant in Argentina and Brazil, but in which
Mr. Sifford holds no office). In addition to his general aviation experience,
Mr. Sifford, an Airline Transport rated pilot, has twenty two years experience
in the airline business, and is currently the President of Airline of the Virgin
Islands, Ltd. a commuter passenger airline operating in the Caribbean, and has
been its president continuously during each of the past five years.
Mr. Sifford is not and has never been a broker-dealer. He has acted
primarily as consultant, and in some cases has served as an interim officer and
director of public companies in their development stage. The following
disclosure identifies those public companies: Air Epicurean, Inc., All American
Aircraft, Earth Industries, DP Charters, Inc., Ecklan Corporation, EditWorks,
Ltd., Market., Market Formulation & Research, Inc., NetAir.com, Inc., NSJ
Mortgage Capital Corporation, Inc., North American Security & Fire, Oasis 4th
Movie Project, Professional Recovery Systems, Inc., Richmond Services, Inc.,
Telecommunications Technologies, Ltd., and World Staffing II, Inc.
Of these last mentioned companies, he is currently serving in this
Registrant, in DP Charters, in Ecklan Corporation, in Oasis 4th Movie Project,
in Richmond Services, Inc, and in NetAir.com, Inc.
KARL E. RODRIGUEZ, Corporate Secretary, General Counsel and Director,
received his Juris Doctor degree in 1972 from Louisiana State University Law
School. He has practiced business and corporate law since 1972, emphasizing
securities and entertainment matters, and has been self- employed in that
capacity for the past five years. He has served as a director of Oasis
Entertainment's Fourth Movie Project, Inc., since April 1998. He is also a
Director, Corporate Secretary, and General Counsel for Reliant Interactive Media
Corp. During his law practice he has also been involved in a variety of dynamic
business experiences. From 1975 to 1982, he was active in real estate
development in the Baton Rouge, Louisiana area. From 1980 until 1985, he
specialized in the sale of businesses and franchises as the owner and operator
of VR Business Brokers. In 1986, he became the Project Manager for Bluffs
Limited Partnership, where he structured the development of an Arnold Palmer
Design Golf Course and in 1992, Mr. Rodriguez was the Managing Director for
MedAmerica, LLC., medicine clinics for children. From 1993 through 1998, he was
the Director, Corporate Secretary and General Counsel for Telco Communications,
Inc., which is a long distance reseller company. From 1992 until 1996, he was
the President of Healthcare Financial and Management Services, Inc., providing
billing services to three Louisiana hospitals. Mr. Rodriguez is also corporate
Secretary and General Counsel to Reliant Interactive Media Corp.
12
<PAGE>
- --------------------------------------------------------------------------------
Item 6. Executive Compensation.
- --------------------------------------------------------------------------------
The Registrant's officers devote an insubstantial amount of time to the
affairs of this Registrant and serve without compensation. A previously adopted
plan for officers to receive a percentage of the Registrant's net income has
been rescinded.
- --------------------------------------------------------------------------------
Item 7. Description of Securities.
- --------------------------------------------------------------------------------
The Registrant's Capital Authorized and Issued. The Registrant is authorized to
issue 100,000,000 shares of a single class of Common Voting Stock, of par value
$0.001, of which 14,810,000 are issued and outstanding as of December 31, 1999.
Common Stock. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities of the Registrant. The owners of
a majority of the common stock may also take any action without prior notice or
meeting which a majority of shareholders could have taken at a regularly called
shareholders meeting, giving notice to all shareholders thereafter of the action
taken. In the event of liquidation or dissolution, holders of Common Stock are
entitled to receive, pro rata, the assets remaining, after creditors, and
holders of any class of stock having liquidation rights senior to holders of
shares of Common Stock, have been paid in full. All shares of Common Stock enjoy
equal dividend rights. There are no provisions in the Articles of Incorporation
or By-Laws which would delay, defer or prevent a change of control.
Secondary Trading refers to the marketability to resell the securities of this
Registrant in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to ss.3 of the Securities Act of 1933. Securities which have not been
registered pursuant to the Securities Act of 1933, but were exempt from such
registration when issued, are generally "Restricted Securities" as defined by
Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one year
holding period from purchase; and (b) a limitation of the amount any shareholder
may sell during the second year, as to non-affiliates of the Registrant;
however, as to shares owned by affiliates of the Registrant, the second-year
limitation of amounts attaches and continues indefinitely, at least until such
person has ceased to be an affiliate for 90 days or more. The limitation of
amounts is generally 1% of the total issued and outstanding in any 90 day
period.
Unrestricted Shares of Common Stock. 14,810,000 shares of common stock are
issued and outstanding, of which 10,000,000 shares are held by affiliates of the
Registrant, and of which 4,810,000 shares are owned by non-affiliates of the
Registrant and are believed to be restricted securities which could be sold in
brokerage transactions in compliance with Rule 144. 1,500,000 of these 4,810,000
shares were issued pursuant to Regulation A, adopted under Section 3(b) of the
Securities Act of 1933, on or about September 30, 1998 and the balance were
issued on or about April 20, 1999, and were when issued Restricted Securities,
as defined by Rule 144(a). The affiliate shares were issued on or about April 9,
1998, pursuant to ss.4(2) of the 1933 Act, and on April 9, 2000 will be more
than two years old. Rule 144 would permit affiliate sales in limited amounts, as
discussed in the previous paragraph. Sales in amount limited by Rule 144 are
commonly called "dribbling."
13
<PAGE>
Options and Derivative Securities. There are no outstanding options or
derivative securities of this Registrant. There are no shares issued or reserved
which are subject to options or warrants to purchase, or securities convertible
into common stock of this Registrant.
Risks of "Penny Stock." The Registrant's common stock may be deemed to be "penny
stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stock share stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ) listed stocks must still meet requirement (i) above); or (iv) in
issuers with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than
$6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker--dealer
made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK
14
<PAGE>
- --------------------------------------------------------------------------------
PART II
- --------------------------------------------------------------------------------
Item 1.
Market Price of and Dividends on Registrant's Common Equity
and Shareholder Matters.
- --------------------------------------------------------------------------------
(a) Market Information. The Common Stock of this Issuer is not quoted on any
trading exchange.
The Common Stock of this Registrant was cleared for quotation Over the Counter
in the Pink Sheets, only recently. To the best of the Registrant's knowledge and
belief, there has been no market activity, buying or selling, of the common
stock of this Registrant, in brokerage transactions.
(b) Holders. There are presently approximately 42 shareholders of the common
stock of this Registrant.
(c) Dividends. No cash dividends have been paid by the Company on its Common
Stock or other Stock and no such payment is anticipated in the foreseeable
future.
(d) Reverse Acquisitions. A reverse acquisition of a target business or company
would be expected to involve a change of control of the Registrant, and the
designation of new management. The financial statements of this Registrant would
become largely unreflective of the true condition of the Registrant after such
an acquisition. Shareholder approval would be solicited, pursuant to the laws of
the State of Nevada, to approve the acquisition, change of control, and any
material corporate changes incidental to the reorganization of this Registrant.
In connection with the solicitation of shareholder approval, whether or not
proxies are solicited, the Registrant would provide shareholders with the
fullest possible disclosure of all information material to shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited financial statements of an acquisition target, the authority of
management to consummate any transaction would be contingent on a proper audit
of the target meeting the criteria of any un-audited information relied upon by
shareholders.
- --------------------------------------------------------------------------------
Item 2. Legal Proceedings.
- --------------------------------------------------------------------------------
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Registrant.
- --------------------------------------------------------------------------------
Item 3. Changes in and Disagreements with Accountants.
- --------------------------------------------------------------------------------
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Registrant.
15
<PAGE>
- --------------------------------------------------------------------------------
Item 4. Recent Sales of Unregistered Securities.
- --------------------------------------------------------------------------------
The following disclosure presents:
(a) The date, title and amount of securities sold within the past three years.
(b) Principal Underwriters, if any. If the small business issuer did not
publicly offer any securities, identify the persons or class of persons to whom
the small business issuer sold the securities.
No Underwriters or Underwriting. No discounts or commissions.
(c) For securities sold for cash, the total offering price and the total
underwriting discounts or commissions. For securities sold other than for cash,
describe the transaction and the type and amount of consideration received by
the small business issuer.
(d) The Section of the Securities Act or the rule of the Commission under which
the small business issuer claimed exemption from registration and the facts
relied upon to make the exemption available.
(e) If the securities sold are convertible or exchangeable into equity
securities, or are warrants or options representing equity securities, disclose
the terms of conversion or exercise of the securities.
<TABLE>
<CAPTION>
=================================================================================================================
Date Title Exemption Price Amount Cash
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
April 9, 1998 Common Stock ss.4(2) $0.001 10,000,000 shares $10,000
- -----------------------------------------------------------------------------------------------------------------
Purchased by 2 founde rs.
=================================================================================================================
=================================================================================================================
Date Title Exemption Price Amount Cash
- -----------------------------------------------------------------------------------------------------------------
Sept. 30, 1998 Common Stock Reg. A $0.10 1,500,000 shares $150,000
- -----------------------------------------------------------------------------------------------------------------
April 22, 1999 Common Stock Reg. A $0.10 3,310,000 shares $331,000
- -----------------------------------------------------------------------------------------------------------------
Purchased by a group of 40 accredited investors.
=================================================================================================================
</TABLE>
- --------------------------------------------------------------------------------
Item 5. Indemnification of Officers and Directors.
- --------------------------------------------------------------------------------
There is no provision in the Articles of Incorporation, now the By-Laws of
the Corporation, nor any Resolution of the Board of Directors, providing for
indemnification of Officers or Directors. The Registrant is aware of no
provision of Nevada Corporate Law which creates or imposes any provision for
indemnity of Officers or Directors.
THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK
16
<PAGE>
- --------------------------------------------------------------------------------
PART F/S
- --------------------------------------------------------------------------------
Audited Financial Statements: for the fiscal years ended September 30, 1999
and 1998, are provided as FINANCIAL STATEMENT: ATTACHMENT F-1, in the body of
filing this filing, following this page, and incorporated herein by this
reference as though fully set forth on this page as well.
Un-Audited Financial Statements: for the period ended December 15, 1999,
are provided as FINANCIAL STATEMENT: ATTACHMENT F-2, in the body of this
filings, following F-1, and incorporated herein by this reference as though
fully set forth on this page as well.
Selected Financial Information
===========================================================================
12/15/99 9/30/99 9/30/98
===========================================================================
Total Assets $ 255,490 $ 258,151 $ 150,000
- ---------------------------------------------------------------------------
Revenues 0 0 0
- ---------------------------------------------------------------------------
Operating Expenses (15,956) (214,396) 0
- ---------------------------------------------------------------------------
Interest Income 0 24,885 0
- ---------------------------------------------------------------------------
Interest (Expense) 0 (4,628) 0
- ---------------------------------------------------------------------------
Net Earnings or (Loss) (15,956) (194,139) 0
- ---------------------------------------------------------------------------
Per Share Earnings
or (Loss) .00108 .01455 0
- ---------------------------------------------------------------------------
Average Common
Shares 14,810,000 13,347,233 1,054,171
Outstanding
===========================================================================
- --------------------------------------------------------------------------------
FINANCIAL STATEMETS PAGE
- --------------------------------------------------------------------------------
F-1 AUDITED FINANCIAL STATEMENTS: September 30, 1999 and 1998, 18
- --------------------------------------------------------------------------------
F-2 UNAUDITED FINANCIAL STATEMENTS: December 15, 1999 29
================================================================================
17
<PAGE>
- --------------------------------------------------------------------------------
F-1
AUDITED FINANCIAL STATEMENTS: September 30, 1999 and 1998
- --------------------------------------------------------------------------------
<PAGE>
OASIS ENTERTAINMENT'S FOURTH
MOVIE PROJECT, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 1999
<PAGE>
CONTENTS
Independent Auditors' Report.................................. 3
Balance Sheet................................................. 4
Statements of Operations...................................... 5
Statements of Stockholders' Equity............................ 6
Statements of Cash Flows...................................... 7
Notes to the Financial Statements............................. 8
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Oasis Entertainment's Fourth Movie Project, Inc.
(A Development Stage Company)
Dana Point, California
We have audited the accompanying balance sheet of Oasis Entertainment's Fourth
Movie Project, Inc. (a development stage company) as of September 30, 1999, and
the related statements of operations, stockholders' equity and cash flows from
inception on April 9, 1998 through September 30, 1998 and 1999 and for the year
ended September 30, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oasis Entertainment's Fourth
Movie Project, Inc. (a development stage company) as of September 30, 1999 and
the results of its operations and its cash flows from inception on April 9, 1998
through September 30, 1998 and 1999 and for the year ended September 30, 1999 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had limited operations and no operating
revenues which together raise substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are also
discussed in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/
Jones, Jensen & Company
Salt Lake City, Utah
November 30, 1999
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
September 30,
1999
-------------
CURRENT ASSETS
Cash and cash equivalents $ 3,151
----------
Total Current Assets 3,151
----------
OTHER ASSETS
Investments (Note 4) 255,000
----------
Total Long-Term Assets 255,000
----------
TOTAL ASSETS $ 258,151
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,644
Notes payable - related parties (Note 6) 125,800
----------
Total Current Liabilities 128,444
----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock; 100,000,000 shares authorized of $0.001
par value, 14,810,000 shares issued and outstanding 14,810
Additional paid-in capital 470,818
Notes receivable - related parties (Note 5) (161,782)
Deficit accumulated during the development stage (194,139)
----------
Total Stockholders' Equity 129,707
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 258,151
==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Statements of Operations
For the From Inception on
Year Ended April 9, 1998 Through
September 30, September 30,
---------------------------
1999 1998 1999
------------ ------------ ------------
REVENUES $ -- $ -- $ --
------------ ------------ ------------
EXPENSES
General and administrative 214,396 -- 214,396
------------ ------------ ------------
Total Expenses 214,396 -- 214,396
------------ ------------ ------------
NET LOSS BEFORE OTHER INCOME
(EXPENSE) (214,396) -- (214,396)
------------ ------------ ------------
OTHER INCOME (EXPENSE)
Interest expense (4,628) -- (4,628)
Interest income 24,885 -- 24,885
------------ ------------ ------------
Total Other Income (Expense) 20,257 -- 20,257
NET LOSS $ (194,139) $ -- $ (194,139)
============ ============ ============
BASIC LOSS PER SHARE $ (0.01) $ --
============ ============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 14,393,116 1,054,171
============ ============
The accompanying notes are an integral part of these financial statements.
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at inception on
April 9, 1998 -- $ -- $ -- $ --
Common stock issued to
founders recorded at
predecessor cost of $0.00 10,000,000 10,000 (10,000) --
Common stock issued for
cash at $0.10 per share 1,500,000 1,500 148,500 --
Net loss from inception on
April 9, 1998 through
September 30, 1998 -- -- -- --
------------ ---------- ---------- ----------
Balance, September 30, 1998 11,500,000 11,500 138,500 --
Common stock issued for cash
at $0.10 per share 3,310,000 3,310 327,690 --
Accrued interest on notes to
related parties recorded as
contributed capital -- -- 4,628 --
Net loss for the year ended
September 30, 1999 -- -- -- (194,139)
------------ ---------- ---------- ----------
Balance, September 30, 1999 14,810,000 $ 14,810 $ 470,818 $ (194,139)
============ ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From Inception on
For the April 9, 1998 Through
Year Ended September 30,
September 30, -----------------------------
1999 1998 1999
--------- ------------ -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(194,139) $ -- $(194,139)
Changes in assets and liabilities:
(Increase) in interest receivable (15,482) -- (15,482)
Increase in accounts payable 2,644 -- 2,644
--------- -------- ---------
Net Cash (Used) by Operating Activities (206,977) -- (206,977)
--------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for investments (255,000) -- (255,000)
--------- -------- ---------
Net Cash (Used) by Investing Activities (255,000) -- (255,000)
--------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds paid on notes receivable - related parties (246,300) -- (246,300)
Principal received on notes receivable - related
parties 100,000 -- 100,000
Proceeds received on notes payable - related party 125,800 -- 125,800
Common stock issued for cash 481,000 -- 481,000
Contributed capital 4,628 -- 4,628
--------- -------- ---------
Net Cash Provided by Financing Activities 465,128 -- 465,128
--------- -------- ---------
NET INCREASE IN CASH 3,151 -- 3,151
CASH AT BEGINNING OF PERIOD -- -- --
--------- -------- ---------
CASH AT END OF PERIOD $ 3,151 $ -- $ 3,151
========= ======== ---------
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Oasis Entertainment's Fourth Movie Project, Inc. (the Company) was
incorporated on April 9, 1998 under the laws of the State of Nevada,
primarily for the purpose of producing film and video for theatrical,
cable and televised releases.
The Company has limited operations, assets and liabilities.
Accordingly, the Company is dependent upon management and/or
significant shareholders to provide sufficient working capital to
preserve the integrity of the corporate entity during this phase. It
is the intent of management and significant shareholders to provide
sufficient working capital necessary to support and preserve the
integrity of the corporate entity.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a September 30 year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
d. Basic Loss Per Share
The computation of basic loss per share of common stock is based on
the weighted average number of shares outstanding during the period of
financial statements.
e. Provision for Taxes
At September 30, 1999, the Company had net operating loss
carryforwards of approximately $194,000 that may be offset against
future taxable income through 2014. No tax benefit has been reported
in the financial statements, because the Company believes there is a
50% or greater chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss carryforwards are
offset by a valuation amount of the same amount.
f. Additional Accounting Policies
Additional accounting policies will be established once planned
principal operations commence.
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
g. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of
the Company to produce and earn revenues from the sale of "B genre"
movies. Until this occurs, shareholders of the Company have committed
to meeting the Company's operating expenses.
NOTE 3 - ROYALTY AGREEMENT - RELATED PARTY
On March 24, 1999, the Company entered into an agreement with Reliant
Interactive Media Corporation ("Reliant"), a shareholder of the
Company, under which the Company committed to provide funding for
three "infomercials" Reliant was to produce. Under the terms of this
agreement, the Company provided a total of $250,000 for this purpose.
As consideration for this funding, Reliant was to issue 250,000
restricted, post-split shares of its common stock to the Company (see
Note 4). Also, Reliant agreed to pay the Company a royalty equal to
two percent of the adjusted gross revenues created by the infomercials
until the Company had received $625,000. The royalty would be reduced
to one percent of the revenues thereafter.
As of September 30, 1999, Reliant had produced only two of the three
infomercials. Both were unprofitable, and produced no royalties for
the Company. The third infomercial is expected to be produced in early
2000.
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 4 - INVESTMENT
On March 24, 1999, the Company entered into an agreement with Reliant
Interactive Media Corporation ("Reliant") under which the Company provided
funding of $250,000 to Reliant (see Note 3). As consideration for this funding,
Reliant contracted to issue 250,000 restricted, post- split shares of its common
stock to the Company upon completion of the funding. The investment has been
recorded at its cost of $250,000.
On May 25, 1999, the Company entered into another agreement with Reliant
under which the Company loaned $200,000 to Reliant. As part of the consideration
for this loan, Reliant agreed to issue 5,000 shares of its restricted common
stock to the Company. The investment has been recorded at a cost of $1.00 per
share, based on the determination of the previous agreement.
NOTE 5 - NOTES RECEIVABLE - RELATED PARTIES
As of September 30, 1999, the Company had a total of $161,782 in notes
receivable from related parties. All of the notes are unsecured. Three of the
four notes (totaling $46,300) are non-interest bearing and have no specific
payback terms. The fourth note, totaling $115,482 is receivable from Reliant
Interactive Media Corp (see Note 3) and bears a ten percent (10%) interest rate.
NOTE 6 - NOTES PAYABLE - RELATED PARTIES
As of September 30, 1999, the Company had a total of $125,800 in notes
payable to related parties. All of the notes are non-interest bearing, and have
no specific payback terms. All the notes are unsecured. A 10% interest rate has
been imputed for these loans, which has been recorded as contributed capital in
the financial statements.
<PAGE>
- --------------------------------------------------------------------------------
F-2
Unaudited Financial Statements: December 15, 1999
- --------------------------------------------------------------------------------
<PAGE>
OASIS ENTERTAINMENT'S FORTH MOVIE PROJECT, INC.
BALANCE SHEET (UNAUDITED)
for the fiscal years ended September 30, 1998 and 1999
and the period ended December 15, 1999
<TABLE>
<CAPTION>
September 30,
December 15, ------------------------
1999 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 490 $ 3,151 $ 150,000
--------- --------- ---------
TOTAL CURRENT ASSETS 490 3,151 150,000
OTHER ASSETS
Investments 255,000 255,000
--------- --------- ---------
TOTAL OTHER ASSETS 255,000 255,000 0
TOTAL ASSETS $ 255,490 $ 258,151 $ 150,000
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 2,644 $ 2,644
Notes payable - related parties 139,095 125,800
--------- ---------
TOTAL LIABILITIES 141,739 128,444
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 11,500,000 shares,
14,810,000 shares and 14,810,000 shares respectively 14,810 14,810 11,500
Additional Paid-In Capital 470,818 470,818 138,500
Notes receivable - related parties (161,782) (161,782)
Accumulater Equity (Deficit) (210,095) (194,139)
--------- --------- ---------
Total Stockholders' Equity 113,751 129,707 150,000
--------- --------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 255,490 $ 258,151 $ 150,000
========= ========= =========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-2
<PAGE>
OASIS ENTERTAINMENT'S FORTH MOVIE PROJECT, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
for the fiscal years ended September 30, 1998 and 1999
and the period ended December 15, 1999
<TABLE>
<CAPTION>
September 30,
December 15, --------------------------------------
1999 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
Revenues $ 0 $ 0 $ 0
------------ ------------ ------------
General and administrative 15,956 214,396 0
------------ ------------ ------------
Total expenses 15,956 214,396 0
Net Income (Loss) $ (15,956) $ (214,396) $ 0
============ ============ ============
Other income (expense)
Interest expense (4,628)
Interest income 24,885
------------
Net Loss (15,956) (194,139)
Loss per Share $ (.00108) $ (.01455) $ 0
============ ============ ============
Weighted Average
Shares Outstanding 14,810,000 13,347,233 1,054,171
============ ============ ============
</TABLE>
Theaccompanying notes are an integral part
of these financial statements.
page F-3
<PAGE>
OASIS ENTERTAINMENT'S FORTH MOVIE PROJECT, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
for the fiscal years ended September 30, 1998 and 1999
and the period ended December 15, 1999
<TABLE>
<CAPTION>
September 30,
December 15, ----------------------------
1999 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
Operating Activities
Net Income (Loss) $ (15,956) $(194,139) $ 0
(Increase) in interest receivable (15,482) 0
Increase in accounts payable 2,644 0
--------- --------- ---------
Net Cash from Operations (15,956) (206,977) 0
Cash flows from investing activities
Cash paid for investments (255,000) 0
Net cash (used) by investing activities (255,000) 0
--------- --------- ---------
Cash flows from financing activities
Proceeds paid on notes receivable - related parties (246,300) 0
Principal received on notes receivable - related parties 100,000 0
Proceeds received on notes payable - related parties 13,295 125,800 0
Common stock issued for cash 481,000 0
Contributed capital 4,628 0
--------- --------- ---------
Net cash provided by financing activities 13,295 465,128 0
Net increase (decrease) in Cash (2,661) 3,151 0
Cash at beginning of period 3,151 0 0
Cash as of Statement Date $ 490 $ 3,151 $ 0
========= ========= =========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-5
<PAGE>
OASIS ENTERTAINMENT'S FORTH MOVIE PROJECT, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
for the period from inception of the Development Stage
on April 9, 1998, through September 30, 1998, for September 30, 1999
and the period ended December 15, 1999
<TABLE>
<CAPTION>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
----------- --------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Common Stock issued at inception 10,000,000 $ 10,000 $ (10,000) $ 0
Common Stock issued for
cash at $0.10 per share 1,500,000 1,500 148,500
Net loss during period 0
---------- ---------- ---------- ---------- -------------
Balances at September 30, 1998 11,500,000 11,500 138,500 0 $ 150,000
Common Stock issued for
cash at $0.10 per share 3,310,000 3,310 327,690
Accrued interest on notes to related
parties recorded as contributed capital 4,628
Net Loss for the period (194,139)
---------- ---------- ---------- ---------- -------------
Balances at September 30, 1999 14,810,000 $ 14,810 $ 470,818 $ (194,139) $ 291,489
Net Loss for the period x (15,956)
---------- ---------- ---------- ---------- -------------
Balances at December 15, 1999 14,810,000 $ 14,810 $ 470,818 $ (210,095) $ 275,533
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-4
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 15, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Oasis Entertainment's Fourth Movie Project, Inc. (the Company) was
incorporated on April 9, 1998 under the laws of the State of Nevada,
primarily for the purpose of producing film and video for theatrical,
cable and televised releases.
The Company has limited operations, assets and liabilities.
Accordingly, the Company is dependent upon management and/or
significant shareholders to provide sufficient working capital to
preserve the integrity of the corporate entity during this phase. It
is the intent of management and significant shareholders to provide
sufficient working capital necessary to support and preserve the
integrity of the corporate entity.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a September 30 year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
d. Basic Loss Per Share
The computation of basic loss per share of common stock is based on
the weighted average number of shares outstanding during the period of
financial statements.
e. Provision for Taxes
At December 15, 1999, the Company had net operating loss carryforwards
of approximately $210,000 that may be offset against future taxable
income through 2014. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused. Accordingly, the
potential tax benefits of the loss carryforwards are offset by a
valuation amount of the same amount.
f. Additional Accounting Policies
Additional accounting policies will be established once planned
principal operations commence.
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 15, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
g. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE 2 - GOING- CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of
the Company to produce and earn revenues from the sale of 'B genre'
movies. Until this occurs, shareholders of the Company have committed
to meeting the Company's operating expenses.
NOTE 3 - ROYALTY AGREEMENT - RELATED PARTY
On March 24, 1999, the Company entered into an agreement with Reliant
Interactive Media Corporation ("Reliant"), a shareholder of the
Company, under which the Company committed to provide funding for
three "infomercials' Reliant was to produce. Under the terms of this
agreement, the Company provided a total of $250,000 for this purpose.
As consideration for this funding, Reliant was to issue 250,000
restricted, post-split shares of its common stock to the Company (see
Note 4). Also, Reliant agreed to pay the Company a royalty equal to
two percent of the adjusted gross revenues created by the infomercials
until the Company had received $625,000. The royalty would be reduced
to one percent of the revenues thereafter.
As of December 15, 1999, Reliant had produced only two of the three
infomercials. Both were unprofitable, and produced no royalties for
the Company. The third infomercial is expected to be produced in early
2000.
<PAGE>
OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 15, 1999
NOTE 4 - INVESTMENT
On March 24, 1999, the Company entered into an agreement with Reliant
Interactive Media Corporation ("Reliant") under which the Company
provided funding of $250,000 to Reliant (see Note 3). As consideration
for this funding, Reliant contracted to issue 250,000 restricted,
post-split shares of its common stock to the Company upon completion
of the funding. The investment has been recorded at its cost of
$250,000.
On May 25, 1999, the Company entered into another agreement with
Reliant under which the Company loaned $200,000 to Reliant. As part of
the consideration for this loan, Reliant agreed to issue 5,000 shares
of its restricted common stock to the Company. The investment has been
recorded at a cost of $1.00 per share, based on the determination of
the previous agreement.
NOTE 5 - NOTES RECEIVABLE - RELATED PARTIES
As of December 15, 1999, the Company had a total of $161,782 in notes
receivable from related parties. All of the notes are unsecured. Three
of the four notes (totaling $46,300) are non-interest bearing and have
no specific payback terms. The fourth note, totaling $115,482 is
receivable from Reliant Interactive Media Corp (see Note 3) and bears
a ten percent (1 0%) interest rate.
NOTE 6 - NOTES PAYABLE - RELATED PARTIES
As of December 15, 1999, the Company had a total of $139,095 in notes
payable to related parties. All of the notes are non-interest bearing,
and have no specific payback terms. All the notes are unsecured. A 1
0% interest rate has been imputed for these loans, which has been
recorded as contributed capital in the financial statements.
<PAGE>
- --------------------------------------------------------------------------------
PART III
- --------------------------------------------------------------------------------
Item 1. Index to Exhibits.
- --------------------------------------------------------------------------------
Exhibit Index
================================================================================
<TABLE>
<CAPTION>
Exhibit Table Category / Description of Exhibit Page
Table Number
#
- ---------------------------------------------------------------------------------------
<S> <C> <C>
[2] Articles/Certificates of Incorporation, and By-Laws
- ---------------------------------------------------------------------------------------
2.1 ARTICLES OF INCORPORATION 39
- ---------------------------------------------------------------------------------------
2.2 BY-LAWS 42
=======================================================================================
</TABLE>
37
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
Oasis Entertainment's Fourth Movie Project, Inc
by
/s/ /s/
Kirt W. James Karl E. Rodriguez
PRESIDENT/DIRECTOR SECRETARY/DIRECTOR
/s/
J. Dan Sifford Jr.
TREASURER/DIRECTOR
38
- --------------------------------------------------------------------------------
Exhibit 2.1
Articles of Incorporation: Oasis Entertainment's Fourth Movie Project, Inc.
- --------------------------------------------------------------------------------
<PAGE>
Filed in the Office of the
Secretary of State of Nevada
April 9, 1998
ARTICLES OF INCORPORATION
OF
Oasis Entertainment's Fourth Movie Project, Inc.
Article I. The name of the Corporation is Oasis Entertainment's Fourth
Movie Project, Inc.
Article II. Its principal office in the State of Nevada is 774 Mays Blvd,
#10. Incline Village NV 89451,. The initial resident agent for services of
process at that address is N&R LTD. GROUP, INC., a Nevada Corporation.
Article III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
Article IV. The corporation shall have authority to issue an aggregate of
One Hundred Million Shares (100,000,000) of common voting equity stock of par
value one mil ($0.001) per share, and no other class or classes of stock, for a
total capitalization of $100,000.00. The corporation's capital stock may be sold
from time to time for such consideration as may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than par value.
Article V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
Article VI. The affairs of the corporation shall be governed by a Board of
Directors consiting of one to ten persons. The Initial Director of the
Corporation, whose name and address is J. Dan Sifford, Jr., 33481 Spinnaker,
Dana Point, California 92629, to serve until the next regualar meeting of
shareholders or until their successors are elected.
Article VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
Article VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
<PAGE>
Article IX. The name and address of the Incorporator of the corporation is
J. Dan Sifford, Jr., 33481 Spinnaker, Dana Point, California 92629.
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day, March 31, 1998.
J.Dan Sifford Jr.
-------------------
J. DAN SIFFORD JR.
INCORPORATOR
- --------------------------------------------------------------------------------
Exhibit 2.2
By-Laws
- --------------------------------------------------------------------------------
<PAGE>
By-Laws
OF
Oasis Entertainment's Fourth Movie Project, Inc.
A NEVADA CORPORATION
Article I
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. #10, Incline Village NV 89452. The corporation may
have such other offices, either within or without the State of incorporation as
the board of directors may designate or as the business of the corporation may
from time to time require.
Article II
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
Section 2. Annual Meetings
The annual meeting of the shareholders shall be held on the second Monday
of March in each year, if not a holiday, at Ten o'clock A.M., at which time the
shareholders shall elect a Board of Directors and transact any other proper
business. If this date falls on a holiday, then the meeting shall be held on the
following business day at the same hour.
Section 3. Special Meetings
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation. Notices of
Meetings
Section 4. Notices of Meetings
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (l0) days nor more than
twenty (20) days before the date of the meeting, either personally or by mail,
by the direction of the president, or secretary, or the officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
<PAGE>
Section 5. Closing of Transfer Books or Fixing Record Date.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the directors may fix in advance a date as the record date for
and such determination of stockholders, such date in any case to be not more
than twenty (20) days and, in case of a meeting of stockholders, not less than
ten (l0) days prior to the date on which the particular action requiring such
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.
Section 6. Voting List.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (l0) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(l0) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
Section 7. Quorum.
At any meeting of stockholders fifty-one (5l) percent of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than said number
of the outstanding shares are represented at a meeting, a majority of the
outstanding shares so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting originally notified. The stockholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
<PAGE>
Section 8. Proxies.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.
Section 9. Voting.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
Section 10. Order of Business.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
Section 11. Informal Action by Stockholders.
Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
Section 12. Books and Records.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such
<PAGE>
right of inspection is granted to the Stockholder(s) all fees associated with
such inspection shall be the sole expense of the Stockholder(s) demanding the
inspection. No book, account, or record of the Corporation may be inspected
without the legal counsel and the accountants of the Corporation being present.
The fees charged by legal counsel and accountants to attend such inspections
shall be paid for by the Stockholder demanding the inspection.
Article III
BOARD OF DIRECTORS
Section 1. General Powers.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
Section 2. Number, Tenure, and Qualifications.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (9). Each director shall hold office until the next annual
meeting of stockholders and until his successor shall have been elected and
qualified.
Section 3. Regular Meetings.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.
Section 5. Notice.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 6. Quorum.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
<PAGE>
Section 7. Manner of Acting.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
Section 8. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
Section 9. Removal of Directors.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
Section 10. Resignation.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
Section 11. Compensation.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 12. Executive and Other Committees.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
Article IV
OFFICERS
Section 1. Number.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
<PAGE>
Section 2. Election and Term of Office.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
Section 3. Removal.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
Section 5. President.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
Section 6. Chairman of the Board.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform 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 chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
Section 7. Secretary.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
<PAGE>
Section 8. Treasurer.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
Section 9. Salaries.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
Article V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts.
The directors may authorize any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.
Section 4. Deposits.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the directors may select.
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Article VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the lst day of January in
each year, or on such other day as the Board of Directors shall fix.
Article VII
DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
Article VIII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
Article IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
Article X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the stockholders representing a majority of all the shares
issued and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.
CERTIFICATION
The Secretary of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto
<PAGE>
and that such By-Laws were duly adopted by the Board of Directors of said
Corporation on the date set forth below.
Executed, and Corporate Seal affixed, this day of April 6, 1998.
/s/
--------------------------------------------
Karl E. Rodriguez
Secretary
