U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
AMCI INTERNATIONAL, INC.
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(Name of Small Business Issuer as specified in its charter)
UTAH 59-2159271
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
9005 Cobble Canyon Lane
Sandy, Utah 84093
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 942-0555
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
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Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
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Business Development.
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Organization and Charter Amendments
-----------------------------------
AMCI International, Inc. (the "Company") was organized under the
laws of the State of Utah on July 26, 1983, under the name "H J K, Ltd." The
Company was formed to acquire and operate or lease natural resource properties
and engage in mining, milling, production, buying and developing natural
resource properties.
The Company's initial authorized capital consisted of 50,000,000
of one mill ($0.001) par value common voting stock. A copy of the Company's
initial Articles of Incorporation is attached hereto and is incorporated
herein by reference. See Part III, Item 1 of this Registration Statement.
At the first meeting of the Company's Board of Directors, an
aggregate of 954,300 pre-split shares of the Company's common stock were
issued to certain directors, executive officers and persons who may be deemed
to have been promoters or founders of the Company, in consideration of the sum
of $954.
The Company subsequently sold 2,500,000 pre-split shares of its
common stock to the public at a price of $0.01 per share, pursuant to an
exemption from registration under Regulation D, Rule 504 of the Securities and
Exchange Commission (the "Commission"). The Company received a Certificate of
Registration from the State of Utah, Department of Business Regulation, Utah
Securities Division, on June 18, 1984. The offering was completed in the
first half of 1985, with the Company receiving gross proceeds of $25,000.
On August 28, 1985, the Company filed Articles of Amendment to the
Articles of Incorporation changing the name of the Company to "AMCI
International, Inc." A copy of the Articles of Amendment is attached hereto
and is incorporated herein by reference. See Part III, Item 1 of this
Registration Statement.
The only business operations conducted by the Company from its
inception to the end of the period covered by this Registration Statement were
those of AMCI, which manufactured and sold lawn furniture. These operations
proved to be unsuccessful and operations ceased in 1987.
Other than maintaining and restoring its good standing status in
the State of Utah, seeking prospective businesses or assets to acquire and the
limited operations of the Company, the Company has had no material business
operations since that time.
Following the cessation of its business operations in 1989, the
Company's charter was revoked by the State of Utah for failure to file its
annual list of directors and executive officers. The Company was revived in
the State of Utah on October 8, 1996, under the name "AMCI International,
Inc."
At a special meeting of the Board of Directors held on November 1,
1996, the directors reverse split the outstanding common stock of the Company
on a 200 for one basis, while retaining the authorized capital and par value,
with appropriate adjustments to the capital surplus and stated capital
accounts of the Company. All computations herein below take into account this
reverse split.
Changes of Control During the Past Three Years
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Pursuant to the Company's Bylaws, on May 18, 1996, Luigi Brandi,
the Company's President and a director, appointed David C. Merrell to fill a
vacancy on the Board of Directors in contemplation of reviving the Company.
Mr. Brandi resigned immediately thereafter. Cheryl Brandi, the Company's Vice
President also resigned. Mr. Merrell then designated Michael C. Brown to
serve as a director of the Company. Messers. Merrell and Brown will serve in
these capacities until the next annual meeting of stockholders and until their
successors are elected and qualified or until their prior resignations or
terminations. On the same date, the Board of Directors unanimously consented
without a meeting and pursuant to applicable provisions of the Utah Revised
Business Corporation Act to elect the following persons to serve in the
capacities indicated: David C. Merrell, President; and Michael C. Brown,
Secretary/Treasurer.
See the caption "Security Ownership of Certain Beneficial Owners
and Management," Part I, Item 4, of this Registration Statement.
Sales of "Unregistered" and "Restricted" Securities Over the Past Three
Years
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At a special meeting of the Board of Directors held on June 15,
1996, the directors proposed and approved the issuance of 200,000 shares of
"unregistered" and "restricted" common stock to: David C. Merrell, 50,000
shares; Michael C. Brown, 50,000 shares; Leonard W. Burningham, Esq., 50,000
shares; and Corie Merrell, 50,000 shares, as payment in full for services
rendered to the Company.
Also, at a special meeting of the Board of Directors held on
November 5, 1996, the directors proposed and approved the issuance of
1,227,088 shares of "unregistered" and "restricted" common stock to: Jerry
Peterson, 50,000 shares; and Chiricahua Company, 1,177,088 shares, as payment
in full for services rendered to the Company.
See the caption "Recent Sales of Unregistered Securities," Part
II, Item 4, of this Registration Statement; and "Note 4 - Stock Transactions,"
of the financial statements of the Company, which accompanying this
Registration Statement.
Business.
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Other than the above-referenced matters and seeking and
investigating potential assets, property or businesses to acquire, the Company
has had no material business operations for over five years. To the extent
that the Company intends to continue to seek the acquisition of assets,
property or business that may benefit the Company and its stockholders, it is
essentially a "blank check" company. Because the Company has limited assets
and conducts no material business, management anticipates that any such
venture would require it to issue shares of its common stock as the sole
consideration to acquire the venture. This may result in substantial dilution
of the shares of current stockholders. The Company's Board of Directors shall
make the final determination whether to complete any such venture; the
approval of stockholders will not be sought unless required by applicable
laws, rules and regulations, its Articles of Incorporation or Bylaws, or
contract. The Company makes no assurance that any future enterprise will be
profitable or successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be extremely
limited, and may be restricted to entities who desire to avoid what these
entities may deem to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of
their prospects, would require the Company to issue a substantial number of
shares of its common stock to complete any such acquisition, reorganization or
merger, usually amounting to between 80% and 95% of the outstanding
shares of the Company following the completion of any such transaction;
accordingly, investments in any such private entity, if available, would be
much more favorable than any investment in the Company.
Although the Company has not communicated with any other entity
with respect to any potential merger or acquisition transaction, management
has determined to file this Registration Statement on a voluntary basis. In
order to have stock quotations for its common stock on the National
Association of Securities Dealers' Automated Quotation System ("NASDAQ"), an
issuer must have such securities registered under the Securities and Exchange
Act of 1934, as amended (the "1934 Act"). Upon the effective date of this
Registration Statement, the Company's common stock will become registered for
purposes of the 1934 Act. Management believes that this will make the Company
more desirable for entities that may be interested in engaging in a merger or
acquisition transaction. To the extent that management deems it advisable or
necessary to maintain a quotation of its common stock on any securities
market, the Company will voluntarily file periodic reports in the event its
obligation to file such reports is terminated under the 1934 Act. Further,
the National Association of Securities Dealers, Inc. (the "NASD") has proposed
that all "non-reporting" companies whose shares of common stock are quoted on
the NASD's OTC Bulletin Board be dropped. Management believes the filing of
this Registration Statement will be important to the Company if the NASD's
proposal in this respect is put into effect. See the heading "Risk Factors,"
specifically "No Market for Common Stock, No Market for Shares.," herein.
In the event that the Company engages in any transaction resulting
in a change of control of the Company and/or the acquisition of a business,
the Company will be required to file with the Commission a Current Report on
Form 8-K within 15 days of such transaction. A filing on Form 8-K also
requires the filing of audited financial statements of the business acquired,
as well as pro forma financial information consisting of a pro forma condensed
balance sheet, pro forma statements of income and accompanying explanatory
notes.
Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success. These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
or accurately analyze, let alone describe or identify, without referring to
specific objective criteria.
Mr. Merrell has substantial experience and expertise with
analyzing prospective business endeavors and will be the one to determine the
viability of a prospective business endeavor. Mr. Merrell has for the last
eight years, through his business DCM Finance, found several profitable
businesses that he has merged into "blank check" companies in which he was
involved. Mr. Brown has limited experience with analyzing the quality of a
prospective business endeavor. See the heading "Other Public Shell
Activities," of Part I, Item 5,
of this Registration Statement.
Regardless, the results of operations of any specific entity may
not necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
Although the Company has not identified any potential acquisition
target, the possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest; a
transaction of this type would create a conflict of interest for such a
person. Current Company policy does not prohibit such transactions. Because no
such transaction is currently contemplated, it is impossible to estimate the
potential pecuniary benefits to these persons.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. In the event that such fees are paid, they may become a factor in
negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.
None of the Company's directors, executive officers or promoters,
or their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
Risk Factors.
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In any business venture, there are substantial risks specific to
the particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and be subject to the same types of risks inherent in any
new or unproven venture, and will include those types of risk factors outlined
below.
Extremely Limited Assets; No Source of Revenue. The Company has
virtually no assets and has had no revenue for over five years or to the date
hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. The Company can
provide no assurance that any acquired business will produce any material
revenues for the Company or its stockholders or that any such business will
operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the
Company is not currently engaged in any substantive business activities, as
well as management's broad discretion with respect to the acquisition of
assets, property or business, the Company may be deemed to be a "blank check"
company. Although management intends to apply any proceeds it may receive
through the issuance of stock or debt to a suitable acquisition, subject to
the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any
use or allocation of such proceeds will allow it to achieve its business
objectives.
Absence of Substantive Disclosure Relating to Prospective
Acquisitions. Because the Company has not yet identified any assets, property
or business that it may acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether to
invest in the Company. Potential investors would have access to significantly
more information if the Company had already identified a potential acquisition
or if the acquisition target had made an offering of its securities directly
to the public. The Company can provide no assurance that any investment in
the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
acquire. To the extent that the Company may acquire a business in a high
risk industry, the Company will become subject to those risks. Similarly, if
the Company acquires a financially unstable business or a business that is in
the early stages of development, the Company will become subject to
the numerous risks to which such businesses are subject. Although management
intends to consider the risks inherent in any industry and business in which
it may become involved, there can be no assurance that it will correctly
assess such risks.
Uncertain Structure of Acquisition. Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business. Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition.
However, because the Company has virtually no resources as of the date of this
Registration Statement, management expects that any such acquisition would
take the form of an exchange of capital stock. See Part I, Item 2, of this
Registration Statement.
Shares Available for Future Issuance. The Company is authorized
to issued 50,000,000 shares of common stock. As of December 31, 1997, the end
of the Company's most recent calendar year, only 1,471,391 shares were issued
and outstanding. The issuance of additional shares in connection with any
reorganization transaction or the raising of capital may result in substantial
dilution of the holdings of current stockholders.
Limited Funds Available for Operating Expenses. The Company
currently has no assets. As a result, all funding necessary to meet the
Company's operating expenses in the next 12 months will likely be advanced by
management or principal stockholders as loans to the Company. See the heading
"Plan of Operation" of the caption "Management's Discussion and Analysis or
Plan of Operation," Part I, Item 2 of this Registration Statement.
Lack of Public Information. As of the date of this Registration
Statement, the Company has not identified any potential merger or acquisition
candidate. The Company does not intend to limit its search to any particular
business or industry. Stockholders will not have access to any information
about any such candidate until such time as a transaction is completed and the
Company files a Current Report on Form 8-K disclosing the nature of such
transaction.
State Restrictions on "Blank Check" Companies. A total of 36
states prohibit or substantially restrict the registration and sale of "blank
check" companies within their borders. Additionally, 36 states use "merit
review powers" to exclude securities offerings from their borders in an effort
to screen out offerings of highly dubious quality. See paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully
with all state securities laws, and plans to take the steps necessary to
ensure that any future offering of its securities is limited to those states
in which such offerings are allowed. However, while the Company has no
substantive business operations and is deemed to a "blank check" Company,
these legal restrictions may have a material adverse impact on the Company's
ability to raise capital because potential purchasers of the Company's
securities must be residents of states that permit the purchase of such
securities. These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of
regulating states.
By regulation or policy statement, several states place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies.
In most jurisdictions, "blank check" and "blind pool" companies
are not eligible for participation in the Small Corporate Offering
Registration ("SCOR") program, which permits an issuer to notify the
Securities and Exchange Commission of certain offerings registered in such
states by filing a Form D under Regulation D of the Commission. The majority
of states have adopted some form of SCOR. States participating in the SCOR
program also allow applications for registration of securities by
qualification by filing a Form U-7 with the states' securities commissions.
Nevertheless, the Company does not anticipate making any SCOR offering or
other public offering in the foreseeable future, even in any jurisdiction
where it may be eligible for participation in SCOR, despite its status as a
"blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations
will be to place significant restrictions on the Company's ability to
register, offer and sell and/or to develop a secondary market for shares of
the Company's common stock in virtually every jurisdiction in the United
States. These restrictions should cease once and if the Company acquires a
venture by purchase, reorganization or merger, so long as the business
operations succeeded to involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the
Company. Members of the Company's management are not required to devote
their full time to the affairs of the Company. Because of their time
commitments, as well as the fact that the Company has no business operations,
the members of management anticipate that they will devote an insignificant
amount of time to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target.
Conflicts of Interest; Related Party Transactions. Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Such a transaction may occur if
management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors. A
transaction of this nature would present a conflict of interest to those
parties with a managerial position and/or an ownership interest in both the
Company and the acquired entity, and may compromise management's fiduciary
duties to the Company's stockholders. An independent appraisal of the
acquired company may or may not be obtained in the event a related party
transaction is contemplated. Furthermore, because management and/or
beneficial owners of the Company's common stock may be eligible for finder's
fees or other compensation related to potential acquisitions by the Company,
such compensation may become a factor in negotiations regarding such potential
acquisitions.
Voting Control. Due to their ownership of a majority of the
shares of the Company's outstanding common stock (approximately 90% of the
outstanding voting securities of the Company are owned by Chirichua Company,
David C. Merrell and Michael C. Brown), these stockholders have the ability to
elect all of the Company's directors, who in turn elect all executive
officers, without regard to the votes of other stockholders. Chirichua
Company is solely owned by Mr. Merrell. See the caption "Security Ownership of
Certain Beneficial Owners and Management," Part I, Item 4, of this
Registration Statement.
No Market for Common Stock; No Market for Shares. Although the
Company intends to submit for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no market for such shares; and there can be no assurance
that any such market will ever develop or be maintained. Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also
have an adverse effect on any market that may develop. See the caption
"Recent Sales of Unregistered Securities," Part II, Item 4, of this
Registration Statement.
In addition to the foregoing, in order to obtain a listing for its
securities on the OTC Bulletin Board, the Company will need to retain a
broker-dealer that is willing to act as a "market maker"
On or about December 11, 1997, the Board of Governors of the NASD
approved a proposal to allow only companies that report their current
financial information to the Commission to have their securities quoted on the
OTC Bulletin Board. Because the Company will become subject to the periodic
reporting requirements of the Commission upon the effective date of this
Registration Statement, management believes that the Company will be in
compliance with this provision if it is approved by the Commission. However,
in the event that the Company loses this status as a "reporting issuer," any
future quotation of its common stock on the OTC Bulletin Board may be
jeopardized.
Risks of "Penny Stock." The Company's common stock may be deemed
to be "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Commission. Penny stocks are 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.
There has been no "established public market" for the Company's
common stock during the last five years. At such time as the Company
completes a merger or acquisition transaction, if at all, it may attempt to
qualify for listing on either NASDAQ or a national securities exchange.
However, at least initially, any trading in its common stock will most likely
be conducted in the over-the-counter market in the "pink sheets" or the OTC
Bulletin Board of the NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the 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.
Year 2000.
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Because the Company is not presently engaged in any substantial
business operations, management does not believe that computer problems
associated with the change of year to the year 2000 will have any material
effect on its operations. However, the possibility exists that the Company
may merge with or acquire a business that will be negatively affected by the
"year 2000" problem. The effect of such problem or the Company in the future
can not be predicted with any accuracy until such time as the Company
identifies a merger or acquisition target.
Principal Products and Services.
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The limited business operations of the Company, as now
contemplated, involve those of a "blank check" company. The only activities to
be conducted by the Company are to manage its current limited assets and to
seek out and investigate the acquisition of any viable business opportunity by
purchase and exchange for securities of the Company or pursuant to a
reorganization or merger through which securities of the Company will be
issued or exchanged.
Distribution Methods of the Products or Services.
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Management will seek out and investigate business opportunities
through every reasonably available fashion, including personal contacts,
professionals, securities broker-dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
Competitive Business Conditions.
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Management believes that there are literally thousands of "blank
check" companies engaged in endeavors similar to those engaged in by the
Company; many of these companies have substantial current assets and cash
reserves. Competitors also include thousands of other publicly-held companies
whose business operations have proven unsuccessful, and whose only viable
business opportunity is that of providing a publicly-held vehicle through
which a private entity may have access to the public capital markets. There is
no reasonable way to predict the competitive position of the Company or any
other entity in the strata of these endeavors; however, the Company, having
limited assets and cash reserves, will no doubt be at a competitive
disadvantage in competing with entities which have recently completed IPO's,
have significant cash resources and have recent operating histories when
compared with the complete lack of any substantive operations by the Company
for the past several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
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None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
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Because the Company currently produces no products or services, it
is not presently subject to any governmental regulation in this regard.
However, in the event that the Company engages in a merger or acquisition
transaction with an entity that engages in such activities, it will become
subject to all governmental approval requirements to which the merged or
acquired entity is subject.
Effect of Existing or Probable Governmental Regulations on
Business.
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The integrated disclosure system for small business issuers
adopted by the Commission in Release No. 34-30968 and effective as of August
13, 1992, substantially modified the information and financial requirements of
a "Small Business Issuer," defined to be an issuer that has revenues of less
than $25 million; is a U.S. or Canadian issuer; is not an investment company;
and if a majority-owned subsidiary, the parent is also a small business
issuer; provided, however, an entity is not a small business issuer if it has
a public float (the aggregate market value of the issuer's outstanding
securities held by non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North
American Securities Administrators Association, Inc. ("NASAA") have expressed
an interest in adopting policies that will streamline the registration process
and make it easier for a small business issuer to have access to the public
capital markets. The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company,
and may make the use of these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and
regulations may have an adverse effect on any business venture viewed by the
Company as an attractive acquisition, reorganization or merger candidate, and
these factors may further limit the number of potential candidates available
to the Company for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. The Company's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders. Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be required
to issue shares of its common stock as the sole consideration for such
venture.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan. However, any such loan
will not exceed $25,000 and will be on terms no less favorable to the Company
than would be available from a commercial lender in an arm's length
transaction. As of the date of this Registration Statement, the Company has
not actively begun to seek any such venture.
Results of Operations.
- ---------------------
The Company has had no material operations for over five years.
Losses of ($4,136) and ($42,746), for the years ended December 31, 1997 and
1996, respectively resulted from the issuance of stock as payment for services
rendered.
Liquidity.
- ---------
The Company had no liquidity during the years ended December 31,
1997 and 1996, and a captial contribution of $2,991 was made by a principal
stockholder during 1997, and a capital contribution of $1,920 was made by the
same stockholder in 1996.
Item 3. Description of Property.
- ---------------------------------
The Company has no assets, property or business; its principal
executive office address and telephone number are the home address and
telephone number of its President, David C. Merrell, and are provided at no
cost. Because the Company has no current business operations, its activities
have been limited to keeping itself in good standing in the State of Utah, and
with preparing this Registration Statement and the accompanying financial
statements. These activities have consumed an insignificant amount of
management's time; accordingly, the costs to Mr. Merrell of providing the use
of his home and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof, to wit:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Chiricahua Company 1,177,088* 79.9%
9005 Cobble Canyon Ln.
Sandy, Utah 84093
* This Company is controlled by David C. Merrell, the President
and a director of the Company. Mr. Merrell also owns 50,000 shares personally
and Corie Merrell, Mr. Merrell's wife, owns 50,000 shares which are deemed to
be benefically owned by Mr. Merrell, all of which are not included in the
above computation.
</TABLE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 12/31/96 of Class
- ---------------- ------------------ -------------
[S] [C] [C]
David C. Merrell (1) 1,277,088 86.7%
9005 Cobble Canyon Lane
Sandy, Utah 84093
Michael C. Brown 50,000 3.3%
4065 S. 510 E. No 1G
Salt Lake City, Utah 84017
(1) Includes 1,177,088 shares of common stock of the Company owned
by Chiricahua Company, and 50,000 shares owned by Corie Merrell, Mr. Merrell's
wife.
(2) See the caption "Directors, Executive Officers, Promoters and
Control Persons," below, Part I, Item 5, of this Registration Statement, for
information concerning the offices or other capacities in which the foregoing
persons serve with the Company.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ----------------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These persons will serve until the
next annual meeting of the stockholders (held in June of each year) or until
their successors are elected or appointed and qualified, or their prior
resignations or terminations.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
David C. Merrell Director and 5/96 *
President
Michael C. Brown Director and 5/96 *
Secretary/
Treasurer
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
David C. Merrell, President and a director. Since 1989, he has been
the owner of DCM Finance, a Salt Lake City based finance company which makes
and brokers real estate loans. Mr. Merrell received his Bachelor of Science
degree in Economics from the University of Utah in 1981.
Michael C. Brown, Secretary/Treasurer and a director. Mr. Brown
earned a Bachelor's Degree in accounting from the University of Utah. He has
been employed in the Food Industry for the past 10 years, and since 1993, he
has been employed by Albertsons Food Stores.
Other "Public Shell" Activities.
- -------------------------------
None of the directors and executive officers are or have ever been
involved in any blank check public offerings and have no plans to do such an
offering. Furthermore, none of the current directors or executive officers
were involved when the Company had operations. However, as indicated below,
David C. Merrell has been and is currently involved as a director and
executive officer of other companies that may be deemed to be "blank check"
companies and future involvement in other "blank check" companies is very
likely, but presently unplanned.
Merrell also serves as a director and executive officer of the
following public companies, (see the heading "Business," of Part I, Item 1,
and the risk factor "Conflicts of Interest; Related Party Transactions," of
the heading "Risk Factors," of Part I, Item 1) which may give rise to a
conflict of interest in seeking acquisition of any property, assets and
business, by reorganization, merger or otherwise. Mr. Merrell does not
believe that there will be any material conflict of interest in serving as a
director or executive officer in any of these companies because information
regarding these companies is usually provided to persons who are interested in
seeking to "go public" pursuant to a "reverse" reorganization, merger or
acquisition, and these persons generally make the determination as to which
company would better fit their requirements.
SEC
Name of Company File No. Positions held Appointed Resigned
- --------------- ------- -------------- --------- --------
New Environmental 002 76219-NY President and 7/20/95 *
Technologies, Inc. Director
Composite Design, Inc. 33 3358-NY President and 2/27/96 *
Director
A.X.R. Development, Inc. 2 99110-NY President and 9/23/96 *
Director
First Republic Capital, BD 8 28541 President and 7/31/96 *
Corporation Director
Saratoga Mint, Inc. 33 16271 President and 10/11/96 *
Director
The Theme Factory, Inc. 33 30158 President and 4/30/97 *
Director
Vibrosaun International, N/A President and 3/7/97 *
Inc. Director
E.R.C. Energy Recovery N/A President and 6/7/96 *
Corporation Director
First Deltavision, Inc. 0-23511 President and 5/21/96 *
Director
Souvall-Page & Company, N/A President and 6/23/97 *
Inc. Director
Alto Casino Corporation 33 1144-D President and 5/12/97 *
Director
Commercial Property, Inc. N/A President and 11/19/97 *
Director
Northwest Silver N/A President and 3/5/98 *
Corporation Director
Video Shopping Mall, Inc. N/A President and 3/1/98 *
Director
Cherokee Minerals and Oil, 0 23729 President and 2/1/96 1/5/98
Inc. Director
*presently serving in these capacities.
The following table summarizes the companies for which Mr. Merrell
has served as a director, executive officer or consultant and which have
completed a reorganization or merger or in which he sold his interest and the
consideration received by Mr. Merrell in connection with each reorganization
or sale:
<TABLE>
<CAPTION>
Reorg. or
Sales
Original Company Name New Company Name Symbol Date Consideration
- --------------------- ---------------- ------ -------- -------------
<S> <C> <C> <C> <C>
Kara International, Inc. International IHIN 2/23/98 16,000 shares
(SEC File No. 002 97690-D) Heritage $138,750
Incorporated
International Fire Trident Media TDNT 12/30/97 65,404 shares
Prevention, Inc. Group, Inc. $31,209.06
(SEC File No. 2 98074-NY)
Digital Power Holding same name DPWN 5/6/98 69,500 shares
Company $40,628.76
(SEC File No. 2-93477-D)
Mr. Merrell received this consideration in exchange for his
relinquishment of a controlling interest (by stock holdings) in each of these
entities; and the number of shares represents shares he has owned and which he
retained.
Mr. Merrell served as the President and as a director of Kara
International, Inc., now known as International Heritage Incorporated, from
May 9, 1994, to April 11, 1997. He also served as the President and as a
director of International Fire Prevention, Inc., now known as Trident Media
Group, Inc., from September, 1996, to January 1998; additionally, he served as
the President and a director of Digital Power Holding Company from January 16,
1996 to May 6, 1998. Mr. Merrell presently has no involvement with either
entity other than his status as a minority stockholder.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
There are no family relationships between any director or executive
officer.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director,
executive officer or person nominated to become a director or an executive
officer of the Company:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by the Company for services rendered during the periods indicated:
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David C.
Merrell, 12/31/95 0 0 0 0 0 0 0
President, 12/31/96 0 0 0 (1)(2) 0 0 0
V.P. and 12/31/97 0 0 0 0 0 0 0
Director
Michael C.
Brown 12/31/95 0 0 0 0 0 0 0
Secretary/ 12/31/96 0 0 0 (1) 0 0 0
Treasurer, 12/31/97 0 0 0 0 0 0 0
Director
</TABLE>
(1) On June 15, 1996, 50,000 "unregistered" and
"restricted" shares of the Company's common stock were
issued to each of these persons in consideration of
services rendered. See the caption "Recent Sales of Unregistered
Securities," Part II, Item 4, of this Registration Statement.
(2) On November 5, 1996, 1,177,088 "unregistered" and "restricted"
shares of the Company's common stock was issued to
Chiricahua Company which is wholly owned by David C. Merrell, a
director and executive officer of the Company, in consideration of
services rendered. See the caption "Recent Sales of Unregistered
Securities," Part II, Item 4, of this Registration Statement.
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
fiscal years ended December 31, 1997 or 1996, or the period ending on the date
of this Registration Statement. Further, no member of the Company's
management has been granted any option or stock appreciation rights;
accordingly, no tables relating to such items have been included within this
Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, each of the current
directors and executive officers have received "unregistered" and "restricted"
shares of the Company's common stock in consideration of services rendered.
See the captions "Business Development" and "Executive Compensation" Part I,
Item 1 and 6, respectively, of this Registration Statement.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, each of the current
directors and executive officers have received "unregistered" and "restricted"
shares of the Company's common stock in consideration of services rendered.
See the captions "Business Development" and "Executive Compensation" Part I,
Item 1 and 6, respectively, of this Registration Statement.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, each of the current
directors and executive officers have received "unregistered" and "restricted"
shares of the Company's common stock in consideration of services rendered.
See the captions "Business Development" and "Executive Compensation" Part I,
Item 1 and 6, respectively, of this Registration Statement.
Parents of the Issuer.
- ----------------------
The Company has no parents. See the caption "Business
Development," Part I, Item 1, of this Registration Statement.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, each of the current
directors and executive officers have received "unregistered" and "restricted"
shares of the Company's common stock in consideration of services rendered.
See the captions "Business Development" and "Executive Compensation" Part I,
Item 1 and 6, respectively, of this Registration Statement.
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of
50,000,000 shares of $0.001 par value common voting stock. The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. All shares of the common stock now outstanding are fully paid and
non-assessable.
There are no outstanding options, warrants or calls to purchase
any of the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation,
as amended, or Bylaws, as amended, that would delay, defer, or prevent a
change in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------
Market Information.
- -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for quotation of
its common stock on the OTC Bulletin Board of the NASD; however, management
does not expect any public market to develop unless and until the Company
completes an acquisition, reorganization or merger. In any event, no
assurance can be given that any market for the Company's common stock will
develop or be maintained. If a public market ever develops in the future, the
sale of "unregistered" and "restricted" shares of common stock pursuant to
Rule 144 of the Commission by members of management may have a substantial
adverse impact on any such public market, and all of the current and former
members of management have already satisfied the "holding period" requirement
of Rule 144. See the caption "Recent Sales of Unregistered Securities," Part
II, Item 4, of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 87.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to
its common stock or its preferred stock, and does not intend to declare
dividends in the foreseeable future. The future dividend policy of the
Company cannot be ascertained with any certainty, and if and until the Company
completes any acquisition, reorganization or merger, no such policy will be
formulated. There are no material restrictions limiting, or that are likely
to limit, the Company's ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two fiscal years or as of the date of this Registration
Statement. The current accountant for the Company audited its last financial
statements for the year ended December 31, 1997.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
Date Number of Aggregate
Name Acquired Shares Consideration
---- -------- --------- -------------
Michael C. Brown 6/15/96 50,000 Services
Leonard W. Burningham 6/15/96 50,000 Services
Chiricahua Corporation 11/5/96 1,177,088 Services
Corie Merrell 6/15/96 50,000 Services
David C. Merrell 6/15/96 50,000 Services
Jerry Peterson 11/5/96 50,000 Services
With the exception of Leonard W. Burningham, Esq. and Jerry Peterson
(persons believed to be an "accredited investors"), each of these persons is a
current or former director and executive officer of the Company and/or
controlled Chiricahua Company (David C. Merrell) or a family member of the
foregoing, and had access to all material information regarding the Company
prior to the offer or sale of these securities. The offers and sales of these
securities are believed to have been exempt from the registration requirements
of Section 5 of the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof, and from similar states' securities laws, rules and regulations
requiring the offer and sale of securities by available state exemptions from
such registration.
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying
a director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which
the director was adjudged liable on the basis that he or she improperly
received a personal benefit. Otherwise, Section 16-10a-902(5) allows
indemnification for reasonable expenses incurred in connection with a
proceeding by or in the right of a corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905
authorizes a director to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction. Section 16-10a-907(1)
extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a
party against reasonable expenses incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a written affirmation of his or her good faith belief that he
or she has met the standard of conduct specified in Section 16-10a-902.
Unless limited by the Articles of Incorporation, Section 16-10a-907(2) extends
this protection to officers, employees, fiduciaries and agents of a
corporation as well.
Regardless of whether a director, officer, employee, fiduciary or
agent has the right to indemnity under the Utah Revised Business Corporation
Act, Section 16-10a-908 allows the corporation to purchase and maintain
insurance on his or her behalf against liability resulting from his or her
corporate role.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements for the year
December 31, 1997 and December 31, 1996
---------------------------------------
Independent Auditors' Report
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
Unaudited Financial Statements for the period
March 31, 1998
--------------
Balance Sheet
Statement of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation dated July 26, 1983
3.2 By-laws
3.3 Certificate of Amendment to
Articles of Incorporation dated August 28, 1985
respecting name change
27 Financial Data Schedule
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the Registrant has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
AMCI INTERNATIONAL, INC.
Date: 5/27/98 By:/s/David C. Merrell
------------------------
David C. Merrell, Director
and President
Date: 5/28/98 By:/s/Michael C. Brown
------------------------
Michael C. Brown, Director
Secretary/Treasurer
<PAGE>
AMCI
INTERNATIONAL, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1997
<PAGE>
[Jones, Jensen & Company letterhead]
INDEPENDENT AUDITORS REPORT
The Board of Directors
AMCI International, Inc.
(A Development Stage Company)
Salt Lake City, Utah
We have audited he accompanying balance sheets of AMC International, Inc.
(a development stage company) as of December 31, 1997 and the related
statements of operations, stockholders equity (deficit), and cash flows
for the years ended December 31, 1997 and 1996 and from inception on July
26, 1983 through December 31, 1997. These financial statements are the
responsibility of the Company s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of AMCI
International, Inc. (a development stage company) as of December 31, 1997
and the results of its operations and its cash flows for the years ended
December 31, 1997 and 1996 and from inception on July 26, 1983 through
December 31, 1997 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company is a development stage company and
has no established source of revenue which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
May 6, 1998
<PAGE>
<TABLE>
AMCI
INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheet
<CAPTION>
ASSETS
December 31,
1997
<S> <C>
CURRENT ASSETS
Cash $ -
Total Current Assets -
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 2,045
Total Current Liabilities 2,045
STOCKHOLDERS EQUITY (DEFICIT)
Common stock: 50,000,000 shares authorized
of $0.001 par value, 1,471,391 shares issued
and outstanding 1,471
Additional paid-in capital 70,621
Deficit accumulated during the development stage (74,137)
Total Stockholders Equity (Deficit) (2,045)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)$ -
</TABLE>
<TABLE>
AMCI
INTERNATIONAL, INC.
(The Development Stage Company)
Statements of Operations
<CAPTION>
From
Inception on
July 26,
For the Years Ended 1983 Through
December 31, December 31,
1997 1996 1997
<S> <C> <C> <C>
REVENUES $ - $ - $ -
LOSS FROM DISCONTINUED
OPERATIONS (NOTE 3) 4,136 42,746 74,137
TOTAL EXPENSES 4,136 42,746 74,137
NET LOSS $ (4,136) $ (42,746) $ (74,137)
NET LOSS PER SHARE OF
COMMON STOCK $ (0.00) $ (0.03)
</TABLE>
<TABLE>
AMCI
INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
At inception on July 26, 1983 - $ - $ - $ -
Common stock issued for services
at $0.20 per share 4,772 5 949 -
Common stock issued for cash
at approximately $2.00 per share 12,500 12 24,988 -
Common stock issued to
acquire subsidiary recorded at
predecessor cost of $0.00 27,000 27 (27) -
Net loss from inception July 26,
1983 to December 31, 1994 - - - (27,155)
Balance, December 31, 1994 44,272 44 25,910 (27,155)
Net loss for the year ended
December 31, 1995 - - - (100)
Balance, December 31, 1995 44,272 44 25,910 (27,255)
Common stock issued for services at
approximately $0.03 per share 1,427,088 1,427 39,800 -
Stock split adjustment 31 - - -
Contributed capital - - 1,920 -
Net loss for the year ended
December 31, 1996 - - - (42,746)
Balance, December 31, 1996 1,471,391 1,471 67,630 (70,001)
Contributed capital - - 2,991 -
Net loss for the year ended
December 31, 1997 - - - (4,136)
Balance, December 31, 1997 1,471,391 $ 1,471 $70,621 $ (74,137)
</TABLE>
<TABLE>
AMCI
INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
From
Inception on
July 26,
For the Years Ended 1983 Through
December 31, December 31,
1997 1996 1997
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (4,136) $ (42,746) $ (74,137)
Adjustments to reconcile net loss to
net cash used by operating activities:
Contributed capital for expenses 2,991 1,920 4,911
Stock issued for services - 41,227 42,181
Increase (decrease) in accounts
payable 1,145 (401) 2,045
Net Cash Used by Operating Activities - - (25,000)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for cash - - 25,000
Net Cash Provided by Financing
Activities - - 25,000
NET INCREASE (DECREASE) IN CASH - - -
CASH AT BEGINNING OF PERIOD - - -
CASH AT END OF PERIOD $ - $ - $ -
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Contributed capital for expenses $2,991 $ 1,920 $ 4,911
Common stock issued for services $ - $41,227 $42,181
</TABLE>
AMCI INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997
NOTE 1 - ORGANIZATION AND HISTORY
The Company was incorporated on July 26, 1983 under the laws of State
of Utah as HJK, Ltd. The purpose of the business was to acquire and
operate or lease natural resource properties and engage in mining,
milling, production, buying and developing natural resource
properties. On August 16, 1985 the Company issued 5,400,000 shares
common stock to acquire 100% of the common stock of AMCI
International, Inc. (AMCI). AMCI was engaged in manufacturing and
selling quality furniture. The subsidiary was involuntarily dissolved
on December 31, 1987. Presently, the Company is seeking a new
business opportunity.
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
b. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
c. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding during the period of the
financial statements.
d. Provision for Taxes
At December 31, 1997, the Company had net operating loss
carryforwards of approximately $74,000 that may be offset against
future taxable income through 2012. 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 account of the same amount.
e. 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 seek a merger with an existing, operating company.
Until that time, shareholders of the Company have committed to meeting
its minimal operating needs.
NOTE 3 - DISCONTINUED OPERATIONS
The Company has been inactive since 1989. Therefore, all revenues
generated by the Company have been netted against the expenses and are
grouped into the discontinued operations line on the statement of
operations.
NOTE 4 - STOCK TRANSACTIONS
On June 15, 1996, the Company issued 40,000,000 shares common stock
for services rendered valued at $40,000.
On November 1, 1996, the Board of Director approved a 200 for 1
reverse stock split and issued 1,227,088 shares of post split common
stock for services rendered, valued at $1,227. The reverse stock
split has been applied retroactively to the financial statements.
<TABLE>
AMCI INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
March 31, December 31,
1998 1997
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 2,045 $ 2,045
Total Current Liabilities 2,045 2,045
TOTAL LIABILITIES 2,045 2,045
STOCKHOLDERS EQUITY (DEFICIT)
Common stock: 50,000,000 shares
authorized of $0.001 par value,
1,471,391 shares issued
and outstanding 1,471 1,471
Additional paid-in capital 70,621 70,621
Deficit accumulated during the
development stage (74,137) (74,137)
Total Stockholders Equity
(Deficit) (2,045) (2,045)
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) $ - $ -
</TABLE>
<TABLE>
AMCI INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
For the July 12,
Three Months Ended 1996 Through
March 31, March 31,
1998 1997 1998
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES - - 74,137
NET INCOME (LOSS) $ - $ - $ (74,137)
NET EARNINGS (LOSS) PER SHARE
OF COMMON STOCK $ 0.00 $ 0.00
</TABLE>
<TABLE>
AMCI INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
At inception on July 26, 1983 - $ - $ - $ -
Common stock issued for services
at $0.20 per share 4,772 5 949 -
Common stock issued for cash
at approximately $2.00 per share 12,500 12 24,988 -
Common stock issued to
acquire subsidiary recorded at
predecessor cost of $0.00 27,000 27 (27) -
Net loss from inception July 26,
1983 to December 31, 1994 - - - (27,155)
Balance, December 31, 1994 44,272 44 25,910 (27,155)
Net loss for the year ended
December 31, 1995 - - - (100)
Balance, December 31, 1995 44,272 44 25,910 (27,255)
Common stock issued for services at
approximately $0.03 per share 1,427,088 1,427 39,800 -
Stock split adjustment 31 - - -
Contributed capital - - 1,920 -
Net loss for the year ended
December 31, 1996 - - - (42,746)
Balance, December 31, 1996 1,471,391 1,471 67,630 (70,001)
Contributed capital - - 2,991 -
Net loss for the year ended
December 31, 1997 - - - (4,136)
Balance, December 31, 1997 1,471,391 1,471 70,621 (74,137)
Net loss for the three months
ended March 31, 1998 (Unaudited) - - - -
Balance, March 31, 1998
(Unaudited) 1,471,391 $ 1,771 $70,621 $ (74,137)
</TABLE>
<TABLE>
AMCI INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
From
Inception on
For the July 26,
Three Months Ended 1983 Through
March 31, March 31,
1997 1996 1997
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ - $ - $ (74,137)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Contributed capital for expenses - - 4,911
Stock issued for services - - 42,181
Increase (decrease) in accounts
payable - - 2,045
Net Cash Used by Operating
Activities - - (25,000)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for
cash - - 25,000
Net Cash Provided by Financing
Activities - - 25,000
NET INCREASE (DECREASE) IN CASH - - -
CASH AT BEGINNING OF PERIOD - - -
CASH AT END OF PERIOD $ - $ - $ -
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Contributed capital for
expenses $ - $ - $ 4,911
Common stock issued for
services $ - $ - $42,181
</TABLE>
AMCI INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1998
NOTE 1 - ORGANIZATION AND HISTORY
The Company was incorporated on July 26, 1983 under the laws of
State of Utah as HJK, Ltd. The purpose of the business was to
acquire and operate or lease natural resource properties and engage
in mining, milling, production, buying and developing natural
resource properties. On August 16, 1985 the Company issued
5,400,000 shares common stock to acquire 100% of the common stock of
AMCI International, Inc. (AMCI). AMCI was engaged in manufacturing
and selling quality furniture. The subsidiary was involuntarily
dissolved on December 31, 1987. Presently, the Company is seeking a
new business opportunity.
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
b. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
c. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding at the date of the
financial statements.
d. Provision for Taxes
At March 31, 1998, the Company had net operating loss carryforwards
of approximately $74,000 that may be offset against future taxable
income through 2012. 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 account of the same amount.
e. 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.
f. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a
fair presentation. Such adjustments are of a normal, recurring
nature.
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 seek a merger with an existing,
operating company. Until that time, shareholders of the Company
have committed to meeting its minimal operating needs.
NOTE 3 - DISCONTINUED OPERATIONS
The Company has been inactive since 1989. Therefore, all revenues
generated by the Company have been netted against the expenses and are
grouped into the discontinued operations line on the statement of
operations.
NOTE 4 - STOCK TRANSACTIONS
On June 15, 1996, the Company issued 40,000,000 shares common stock
for services rendered valued at $40,000.
On November 1, 1996, the Board of Director approved a 200 for 1
reverse stock split and issued 1,227,088 shares of post split common
stock for services rendered valued at $1,227. The reverse stock split
has been applied retroactively to the financial statements.
ARTICLES OF INCORPORATION
OF
H J K, LTD.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned natural persons of the age of twenty-one
years or more, for the purpose of organizing a corporation pursuant to the
Utah Business Corporation Act, do hereby adopt the following Articles of
Incorporation for such corporation:
ARTICLE I
Name of Corporation
The name of the corporation is:
H J K LTD.
ARTICLE II
Existence
The existence of the corporation shall be perpetual, unless
dissolved according to law.
ARTICLE III
Purpose
The general nature of the business to be transacted and the
purposes for which the corporation is organized are as follows:
(a) To acquire and operate or lease natural resource properties
and engage in mining, milling, production, buying and developing natural
resource properties and any business dealing with natural resources in
general.
(b) To invest in, acquire, purchase and/or lease property, both
real and personal for investment purposes and to hold the same, sell, re-
lease, and otherwise dispose of said property.
(c) The buying, leasing or acquiring of any interest whatsoever in
any real property, wheresoever situate, commercial,, residential, or
otherwise, along with the management, holding, improving, etc. thereof.
Further, said corporation shall have as a purpose, and all powers necessary
thereto, the sale, leasing, renting, or transferring of any interest it may
have in any said real estate to any other person, real or otherwise, at any
time.
(d) To acquire by purchase, exchange, gift, bequest, subscription
or otherwise, and to hold, own mortgage, pledge, hypothecate, sell, assign,
transfer, exchange or otherwise dispose of or deal in or with its own
corporate securities or stock or other securities, including without
limitations, any shares of stock, bonds, debentures, notes, mortgages, or
other obligations, and any certificates, receipts, or other instruments
representing rights or interests therein or any property or assets created or
issued by any person, firm, association, or corporation, or any government or
subdivisions, agencies or instrumentalities thereof; to make payment therefor
in any lawful manner or to issue in exchange therefor its own securities or to
use its unrestricted and unreserved earned surplus for the purchase of its own
shares, and to exercise as owner or holder of any securities, any ana all
rights, powers and privileges in respect thereof.
(e) To do each and every thing necessary, suitable, or proper for
the accomplishment of any of the purposes or the attainment of any one or more
of the subject herein enumerated, or which may at any time appear conducive to
or expedient for protection or benefit of this corporation, and to do said
acts as fully and to the same extent as natural persons might, or could do, in
any part of the world as principals, agents, partners, trustees or otherwise,
either alone or in conjunction with any other person, association or
corporation.
(f) To develop, build, construct, market, trade and/or sell
buildings of all types, including but not limited to, residential, commercial
and governmental structures and to do all things reasonably connected with the
above development, building, constructing, marketing and/or selling of
buildings and/or structures.
(g) The foregoing clauses shall be construed both as purposes and
powers and shall not be held to limit or restrict in any manner the general
powers of the corporation, and the enjoyment and exercise thereof, as
conferred by the laws of the State of Utah; and it is the intention that the
purposes and powers specified in each of the paragraphs of this Article III
shall be regarded as independent purposes and powers.
(h) To have and exercise all powers specified in the Utah Business
Corporation Act.
(i) To enter into any lawful arrangement for sharing profits,
union of interest, reciprocal association, or cooperative association with any
domestic corporation or foreign corporations, associations, partnerships,
individuals, or other entities, and to enter into general or limited
partnerships.
(j) To make any guaranty respecting stocks, dividends, securities,
indebtedness, interest, contracts, or other obligations created by any
domestic or foreign corporations, associations, partnerships, individuals, or
other entities, and to enter into general or limited partnerships.
(k) To have and exercise all those powers necessary, suitable or
proper for the accomplishment of any of the purposes, or the attainment of any
of the objectives herein enumerated, or which shall at any time appear
conducive to or expedient for the protection or benefit of the corporation.
ARTICLE VI
Place of Business
The principal place of business of this corporation shall be at 448 East 400
South, Salt Lake City, Utah 84111, and the name of its initial registered
agent at such address
is: CHARLES E. BRADFORD, 425 South 400 East, Salt Lake City, Utah 84111.
ARTICLE VII
Directors
The number of directors constituting the initial Board of
Directors of the corporation is three and the names and addresses of persons
who are to serve as directors until the first annual meeting of shareholders
or until their successors are elected and qualified are:
Name Address
RULON N. RICHINS Henefer, Utah 84033
M. MARGARET (SWEDE) HICKMAN 9159 South Tortellini
Sandy, Utah 84092
ROY HERBERT DEDMAN 537 South Redwood Road
Salt Lake City, Utah 84104
ARTICLE VIII
Officers
Officers of this corporation shall include a president, one or
more vice-presidents, a secretary and a treasurer. The president, vice-
president or vice-presidents, the secretary and the treasurer shall be elected
by the Board of Directors and may, but need not be, elected from the members
said Board.
ARTICLE IX
Capitalization
The capital of the corporation share consists of fifty million
(50,000,000) shares of common voting stock each with a par value of $0.001 per
share.
Shares of stock of this corporation shall be issued fully paid and
shall be non-assessable for any purpose. The private property of the
stockholders shall not be liable for the debts, obligations or liabilities of
this corporation.
ARTICLE X
Pre-Emptive Rights - Cumulative Voting
Shareholders shall not have pre-emptive rights to acquire unissued
shares of the corporation and there shall be no cumulative voting of shares.
ARTICLE XI
Commencement of Business
The corporation shall not commence to do business until One
Thousand Dollars ($1,000.00) of capital has been paid in.
ARTICLE XII
Incorporators
The name and address of each incorporator is:
Name Address
RULON N. RICHINS Henefer, Utah 84033
M. MARGARET (SWEDE) HICKMAN 9159 South Tortellini
Sandy, Utah 84092
ROY HERBERT DEDMAN 537 South Redwood Road
Salt Lake City, Utah 84104
ARTICLE XIII
Internal, Affairs and Management
The affairs and management of this corporation shall be under the
control of the Board of Directors, consisting of not less than three nor more
than seven members, notwithstanding the designation of the initial Board of
Directors in Article VII above at three. The Board of Directors shall be
elected by the stockholders of common voting stock at the annual, or at
special stockholder's meetings as provided in the Bylaws of the corporation or
as provided by statute. A majority of the stock represented at such meetings
shall be required for the election of a Director. Each stockholder shall be
entitled to one per share of voting stock for each director's position subject
to the immediate election. The number of directors may be increased or
decreased only by a determination through the voting process as herein above
described in a meeting duly called with notice properly given. Directors shall
conduct their affairs and the business of the corporation in meetings duly
called, with proper notice given, and shall, by majority vote determine the
affairs of the corporation.
Annual stockholders' meetings shall be held at a time, place, and
date as provided in the Bylaws of the corporation and special meetings of
either the stockholders or the Board of Directors may be called as provided, -
pursuant to proper notice, in the Bylaws of the corporation.
A quorum for the transaction of the business of either the Board
of Directors or the shareholders shall be no less than a majority of the
outstanding number of shares for the shareholders' meetings and of duly
elected and qualified members and of the duly elected and qualified members in
attendance at a meeting of the Board of Directors for the affairs of the Board
at which meeting there is a quorum present.
Shareholders may vote by proxy. Directors must be present at all
meetings to vote on matters brought before the Board at such meetings. All
matters are subject to the handling by the Board through resolutions by
unanimous consent without a meeting bearing the signature of the requisite
number of members of the Board to approve all matters.
Notice of all meetings may be waived in writing by either
shareholders or board members.
IN WITNESS WHEREOF, we the undersigned original incorporators
herein above named, have hereunto set our hands this 30th day of June, 1983.
/s/Rulon N. Richins
----------------------------
RULON N. RICHINS
/s/M. Margaret Hickman
----------------------------
M. MARGARET (SWEDE) HICKMAN
/s/Roy Herbert Dedman
----------------------------
ROY HERBERT DEDMAN
STATE OF UTAH )
)ss.
COUNTY OF SALT LAKE )
I hereby certify that on the 30th day of June, 1983, personally
appeared before me Rulon N. Richins, M. Margaret (Swede) Hickman and Roy
Herbert Dedman, who being by me first duly sworn, severally declared that they
are the persons who signed the foregoing document and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th
day of June, 1983.
/s/
Notary Public
Residing at: Salt Lake City,
Utah
My Commission expires:
5/18/86
BYLAWS
OF
H J K, LTD.
ARTICLE I
SHAREHOLDERS' MEETINGS
Section 1. Annual Meeting. The annual meeting of the shareholders
for the election of directors and the transaction of such other business as
may properly come before it shall be held at the principal office of the
Corporation in the City of Salt Lake City State of Utah, or at such place
within or without the State of Utah as shall be set forth in the Notice of
Meeting. The meeting shall be held on the second Thursday in the month of July
of each and every year, at 11:00 o'clock a.m. The Secretary shall give
personally or by mail, not less than ten (10) nor more than fifty (50) days
before the date of the meeting to each shareholder entitled to vote at such
meeting, written notice stating the place, date, and hour of the meeting. if
mailed, the notice shall be addressed to each shareholder at his address as it
appears on the record of shareholder of the Corporation unless he shall have
filed with the Secretary of the Corporation a written request that notices
intended for him be mailed to a different address, in which case it shall be
mailed to the address designated in the request. Any notice of meetings may be
waived either before or after meeting, or by attendance at the meeting.
Section 2. Special Meeting. Special meetings of shareholders,
other than those regulated by statute, may be called at any time by a majority
of the directors or the President, and must be called by the President upon
written request of the holders of ten percent (10%) of the outstanding shares
entitled to vote at such special meeting.
Written notice of such meetings, stating the place within or without the State
of Utah, the date and hour of the meeting, the purpose or purposes for which
it is called, and the name of the person by whom or at whose direction the
meeting is called shall be given not less than ten (10) nor more than fifty
(50) days before the date set for the meeting. The notice shall be given to
each shareholder of record in the same manner as notice of the annual meeting.
No business other than that specified in the notice of meeting shall be
transacted at any such special meeting. Notice of special meeting may be
waived by submitting a signed waiver or by attendance at the meeting.
Section 3. Quorum. The presence, in person or by proxy, of the
holders of thirty percent (30%) of the outstanding shares entitled to vote
thereat shall be necessary to constitute a quorum for the transaction of
business at all meetings of shareholders entitled to vote thereat, however a
presence in person or represented by proxy of less than thirty percent (30%)
of the outstanding shares entitled to vote thereat, may adjourn the meeting to
a future date at which a quorum shall be present or represented. At such
adjourned meeting, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 4. Record Date. The directors may fix in advance a date
not less than ten (10) nor more than fifty (50) days, prior to the date of any
meeting of the shareholders or prior to the date of any meeting of the
shareholders or prior to the last day on which the consent or dissent of or
action by the shareholders may be effectively expressed for any purpose
without a meeting, as the record date for the determination of shareholders.
Section 5. Voting. A shareholder entitled to vote at a meeting may
vote at such meeting in person or by proxy. Except as otherwise provided by
law or the Certificate of Incorporation, every shareholder shall be entitled
to one vote for each share outstanding in his name on the record of
shareholders. Except as herein or in the Certificate of Incorporation
otherwise provided, all corporate action shall be determined by vote of a
majority of the votes cast at a meeting of shareholders by the holders of
shares entitled to vote thereon.
Section 6. Proxies. Every proxy must be dated and signed by the
shareholder or his attorney-in-fact. No proxy shall be valid after the
expiration of eleven (11) months from the date of its execution, unless
otherwise provided herein. Every proxy shall be revocable at the pleasure of
the shareholder executing it, except where an irrevocable proxy is permitted
by statute.
Section 7. Consents. Wherever by a provision of statute or of the
Certificate of Incorporation or by these Bylaws, the vote of shareholders is
required or permitted to be taken at a meeting thereof in connection with any
corporate action, the meeting and the vote of shareholders may be dispensed
with, if all the shareholders who would have been entitled to vote upon the
action if such meeting consent in writing such corporate action
were held shall being taken.
ARTICLE II
DIRECTORS
Section 1. Term of Office. The term of office of each director
shall be until the next annual meeting of the shareholders and until his
successor has been duly elected and has qualified.
Section 2. Duties and Powers. The Board of Directors shall have
control and management of the affairs and business of the Corporation. The
directors shall in all cases act as Board, regularly convened, and, in the
transaction of business the act of a majority present at a meeting except as
otherwise provided by law or the Certificate of Incorporation shall be the act
of the Board,, provided a quorum is present. The directors 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 law or these
Bylaws.
Section 3. Meetings. The Board of Directors shall meet for the
electing or appointment of officers and for the transaction of any other
business as soon as practicable after the adjournment of the annual meeting of
the shareholders, and other regular meetings of the Board shall be held at
such times as the Board may f rom time to time determine.
Special meetings of the Board of Directors may be called by the
President at. any time; and he must, upon the written request of any two
directors, call a special meeting to be held not more than seven (7) days af
ter receipt of such request.
Section 4. Notice of Meetings. No notice need be given of any
regular meeting of the Board. Notice of special meetings shall be served upon
each director in person or by mail addressed to him at his last known post
office address, at least two days prior to the date of such meeting,
specifying the time and place of the meeting and the business to be transacted
thereat. Any meeting at which all of the directors shall be present, although
held without notice, any business may be transacted which might have been
transacted if the meeting had been duly called.
Section 5. Place of Meeting The Board of Directors may hold its
meeting either within or without the State of Utah at such place as may be
designated in the notice of any such meeting.
Section 6. Quorum. At any meeting of the Board of Directors, the
presence of a majority of the Board shall be necessary to constitute a quorum
for the transaction of business. However, should A quorum not be present, a
lesser number may adjourn the meeting to some future time, not more than seven
days later.
Section 7. Voting. At all meetings of the Board of Directors, each
Director shall have one vote irrespective of the number of shares that he may
hold.
Section 8. Compensation. Each Director shall be entitled to
receive for attendance at each meeting of the Board of Directors or any duly
constituted committee thereof which he attends such fee as is fixed by the
Board.
Section 9. Vacancies. Any vacancy occurring in the Board of
Directors by death, resignation, or otherwise shall be filled promptly by a
majority vote of the remaining directors at a special meeting which shall be
called for that purpose within thirty (30) days after the occurrence of the
vacancy. The director thus chosen shall hold office for the unexpired term of
his predecessor and until the election and qualification of his successor.
Section 10. Removal of Directors. Any director may be removed
either with or without cause, at any time, by a vote of the shareholders
holding a majority of the shares then issued and outstanding and who were
entitled to vote for the election of the director sought to be removed,, at
any special meeting called~for the purpose, or at the annual meeting. Except
as otherwise prescribed by statute, a director may be removed for cause by
vote of a majority of the entire Board.
Section 11. Resignation. Any director may resign his office at any
time, such resignation to be made in writing and to take effect immediately
without acceptance.
ARTICLE III
OFFICERS
Section 1. Officers and Qualifications. The officers of the
Corporation shall be a President, one or more vice Presidents, a Secretary, a
Treasurer, and such other officers as the Board of Directors may determine.
Any two officest except the office of President and Secretary, may be held by
the same person.
Section 2. Election. All officers of the Corporation shall be
elected annually by the Board of Directors at its meeting held immediately
after the annual meeting of shareholders.
Section 3. Term of Office. All officers shall hold office until
their successors have been duly elected and have qualified, or until removed
as hereinafter provided.
Section 4. Removal of Officers. Any officer may be removed either
with or without cause by the vote of a majority of the Board of Directors.
Section 5. Duties of Officers. The duties and powers of the officers of the
Corporation shall be as follows and as shall hereafter be set by resolution of
the Board of Directors.
PRESIDENT
A. The President shall preside at all meetings of the Board of
Directors. He shall also preside at all meetings of the shareholders.
B. He shall present at each annual meeting of the shareholders and
directors a report of the condition of the business of the Corporation.
C. He shall cause to be called regular and special meetings of the
shareholders and directors in accordance with the requirements of statute and
of these Bylaws.
D. He shall appoint,, -discharge,, and fix the compensation of all
employees and agents of the Corporation other than the duly elected officers,
subject to the approval of the Board of Directors.
E. He shall sign and execute all contracts in the name of the
Corporation,, and all notes drafts or other orders for the payment of money.
F. He shall sign all certificates representing shares.
G. He shall cause all books, reports,, statements and certificates
to be properly kept and filed as required by 1aw.
H . He shall enforce these Bylaws and perform all the duties
incident to this office and which are required by law, and generally, he shall
supervise and control the business and affairs of the Corporation.
VICE PRESIDENT
During the absence or incapacity of the President, the Vice
President in order of seniority of election shall perform the duties of the
President, and when so acting, he shall have all the powers and be subject to
all the responsibilities of the office of President and shall perform such
duties and functions as the Board may prescribe.
SECRETARY
A. The Secretary shall keep the minutes of the meetings of the
Board of Directors and of the shareholders in appropriate books.
B. He shall attend to the giving of notice of special meetings of
the Board of Directors and of all meetings of the shareholders of the
Corporation.
C. He shall be custodian of the records and seal of the
Corporation and shall affix the seal to the certificates representing shares
and other corporate papers when required.
D. He shall keep at the principal office of the Corporation a book
or record containing the names alphabetically arranged, of all persons who are
shareholders of the Corporation, showing their places of residence,, the
number and class of shares held by them respectively and the dates when they
respectively became the owners of record thereof. He shall keep such book or
record and the minutes of the proceedings of its shareholders open daily
during the usual business hours, for inspection, within the limits prescribed
by law, by any person duly authorized to inspect such records. At the request
of the person entitled to an inspection thereof, he shall prepare and make
available a current list of the officers and directors of the Corporation and
their current address.
E. He shall sign all certificates representing shares and affix
the corporate seal thereto.
F. He shall attend to all correspondence and present to the Board
of Directors at its meetings all official communications received by him.
G. He shall perform all the duties incident to the office of
Secretary of the Corporation.
TREASURER
A. The Treasurer shall have the care and custody of and be
responsible for all the funds and securities of the corporation, and shall
deposit such funds and securities in the name of the Corporation in such banks
or safe deposit companies as the Board of Directors may designate.
B. He shall make, sign, endorse in the name of the Corporation all
checks, drafts, notes, and other orders for the payment of money,, and pay out
of deposit of such under the direction of the President or the Board of
Directors.
C. He shall keep at the principal office of the Corporation
accurate books of account of all its business and transactions and shall at
all reasonable hours exhibit books and accounts to any director upon
application at the office of the Corporation.
OTHER OFFICERS
Other officers shall perform such duties and have such powers as
may be assigned to them by the Board of Directors.
Section 6. Vacancies. All vacancies in any office shall be filled
promptly by the Board of Directors,, either at regular meetings or at
a,meeting specially called for that purpose.
Section 7. Compensation of Officers. The officers shall receive
such salary or compensation as may be fixed by the Board of Directors.
ARTICLE IV
SHARES
Section 1. Certificates. The shares of the Corporation shall be
presented by certificates prepared by the Board of Directors and signed by the
President or Vice President, and by the Secretary or an Assistant Secretary,,
or the Treasurer, or an Assistant Treasurer, and sealed with the seal of the
Corporation or a facsimile. The certificates shall be numbered consecutively
and in the order in which they are issued; they shall be bound in a book and
shall be issued in consecutive order therefrom, and in the margin thereof
shall be entered the name of the person to whom the shares represented by each
such certificate, and the date of issue. Each certificate shall state the
registered owner's name' " the number and class of shares represented thereby
the date of issue, the par value of such shares, or that they are without par
value.
Section 2. Subscription. Subscriptions to the share shall be paid
at such time and in such installments as the Board of Directors may determine.
If default shall be made in the payment of any installment as required by such
resolutiont the Board may declare the shares and all previous payments thereon
forfeited for the use of the Corporation, in the manner prescribed by statute.
Section 3. Transfer of Shares. The shares of the Corporation shall
be assignable only on the books and records of the Corporation by the
registered owner, or his duly authorized attorney, upon surrender of the
certificate duly and properly endorsed with proper evidence of authority to
transfer. The Corporation shall issue a new certificate for the shares
surrendered to the person or persons entitled thereto.
Section 4. Return Certificates. All certificate for shares changed
or returned to the Corporation for transfer shall be marked by the Secretary
"Canceled with the date of cancellation, and the transaction shall be
immediately recorded in the certificate book opposite the memorandum of their
issue. The returned certificate may be inserted in the certificate book.
ARTICLE V
DIVIDENDS
Section 1. Declaration of Dividends. The Board of Directors at any
regular or special meeting may declare dividends payable out of the surplus of
the Corporation,, whenever in the exercise of its discretion it may deem such
declaration advisable. Such dividends may be paid in cash" property or shares
of the Corporation.
ARTICLE VI
BILLS NOTES, ETC.
Section 1. Execution. All bills payable,. notes, checks, draftsr
warrants or other negotiable instruments of the Corporation shall be made in
the name of the Corporation and shall be signed by such officer or officers as
the Board of Directors shall from time to time by resolution direct.
No officer or agent of the Corporation, either singly or jointly
with otherst shall have the power to make any bill payable, note, check, draft
or warrant,, or other negotiable instrument,, or endorse the same in the name
of the Corporation, or contract or cause to be contracted any debt or
liability in the name and on behalf of the Corporation except as herein
expressly prescribed and provided.
ARTICLE VII
OFFICES
The principal office of the Corporation shall be located in the
city of Salt Lake City, County of Salt Lake, State of Utah. The Board of
Directors may change the location of the principal office of the Corporation
and mayr from time to time, designate other offices within or without the
state as the business of the Corporation may require.
ARTICLE VIII
AMENDMENTS
Section 1. Manner of Amending. These Bylaws may be altered,
amended, repealed, or added to by the affirmative vote of a majority of
shareholders entitled to vote in the election of any director at an annual
meeting or at a special meeting called for the purpose, provided that a
written notice shall have been sent to each shareholder of record entitled to
vote at such meeting at his last-known post office address at least ten (10)
days before the date of such annual or special meeting, which notice shall
state the alterations, amendments, additions, or changes which are proposed to
be made in such Bylaws. only such changes shall be made as have been specified
in the notice. The Bylaws may also be altered, amended, repealed, or new
Bylaws adopted by a majority of the entire Board of Directors at a regular or
special meeting of the Board. However, any Bylaws adopted by the Board may be
altered, amended or repealed by the shareholders.
ARTICLE IX
WAIVER OF NOTICE
Section 1. Authority to Waive Notice. Whenever under the
provisions 'of these Bylaws or of any statute any shareholder or director is
entitled to notice of any regular or special meeting or of any action to be
taken by the Corporation, such meeting may be held or such action may be taken
without the giving of such notice, provided every shareholder or director
entitled to such notice in writing waives the requirements of these Bylaws in
respect thereto.
<PAGE>
The foregoing Bylaws of H J K LTD. were duly, adopted by its Board of
Directors and shareholders this 26 th day of July 1983.
/s/Roy Herbert Dedman
Secretary
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
HJK, LTD.
Pursuant to the provision of Section 16-10-57 of the Utah Business
Corporation Act, the undersigned corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is HJK, LTD.
SECOND: The following amendment to the Articles of Incorporation
of HJK, Inc. was duly adopted by the shareholders of the corporation at a
meeting held August 16, 1985, in the manner prescribed by the Utah Business
Corporation Act, to-wit:
ARTICLE I - NAME
The name of this corporation is AMCI International, Inc.
THIRD: The number of shares of the corporation outstanding at the
time of the adoption of such amendments was 3,454,300 and the number entitled
to vote thereon was 3,454,300.
FOURTH: The designation and number of outstanding shares of each
class entitled to vote thereon as a class were as follows, to-wit:
CLASS NUMBER OF SHARES
Common 3,454,300
FIFTH: The number of shares voted for such amendments was
2,193,300 with -0- opposing and -0- abstaining.
SIXTH: These amendments do not provide for any exchange,
reclassification of cancellation of issued shares.
SEVENTH: These amendments do no effect a change in the stated
capital of the corporation.
IN WITNESS WHEREOF, the undersigned President and Secretary,
having been thereunto duly authorized have executed the foregoing Articles of
Amendment for the corporation 16 TH day of August, 1985.
HJK, LTD.
By/S/Rulon N. Richins
President
Attest:
/s/Bart H. Hickman
Secretary
State of Utah )
)ss.
County of Salt Lake )
Subscribed and sworn to before me this 16 th day of 1985.
/s/A. O. Headman
My Commission Expires: 3/21/87
Residing at: Salt Lake City
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