UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act
of 1934
SUNRISE EXPRESS
(Exact name of registrant as specified in its charter)
Nevada 88-0343834
(State of organization) (I.R.S. Employer Identification No.)
4660 S. Eastern, Suite 102, Las Vegas, NV 89119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 434-1216
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common
Item 1. Business.
(a) General Development of Business
The Issuer was incorporated under the laws of the State of
Nevada on August 23, 1989.
Plan of Operation - General
The primary activity of the Company currently involves
seeking merger or acquisition candidates with whom it can either
merge or acquire. The Company has not selected any company for
acquisition or merger and does not intend to limit potential
acquisition candidates to any particular field or industry, but
does retain the right to limit acquisition or merger candidates,
if it so chooses, to a particular field or industry. The
Company's plans are in the conceptual stage only.
The Company's plan is to seek, investigate and, if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms who or
which desire to seek the perceived advantages of a publicly held
corporation. At this time, the Company has no plan, proposal,
agreement, understanding or arrangement to acquire or merge with
any specific business or company, and the Company has not
identified any specific business or company for investigation and
evaluation. No member of Management or promoter of the Company
has had any material discussions with any other company with
respect to any acquisition for that company. The Company will not
restrict its search to any specific business, industry or
geographical location, and the Company may participate in
business venture of virtually any kind or nature. The discussion
of the proposed business under this caption and throughout this
Registration Statement is purposefully general and is not meant
to be restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business opportunities.
The Company's potential success is heavily dependent on the
Company's management, which will have virtually unlimited
discretion in searching for and entering into a business
opportunity. None of the officers and directors of the Company
has had any experience in the proposed business of the Company.
Management anticipates that it will only participate in one
potential business venture. This lack of diversification should
be considered a substantial risk in investing in the Company
because it will not permit the Company to offset potential losses
from one venture against gains from another.
The Company may seek a business opportunity with a firm
which only recently commenced operations, or a developing company
in need of additional funds for expansion into new products or
markets or seeking to develop a new product or service, or an
established business which may be experiencing financial or
operating difficulties and needs additional capital which is
perceived to be easier to raise by a public company. In some
instances, a business opportunity may involve the acquisition or
merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading
market for its common stock. The Company may purchase assets and
establish wholly-owned subsidiaries in various businesses or
purchase existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Because of general economic conditions, rapid
technological advances being made in some industries, and
shortages of available capital, management believes that there
are numerous firms seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on
which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statues) for all shareholders, and other factors.
Potentially available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex.
As is customary in the industry, the Company may pay a
finder's fee for locating an acquisition prospect. If any such
fee is paid, it will be approved by the Company's Board of
Directors and will be in accordance with the industry standards.
Such fees are customarily between 1% and 5% of the size of the
transaction, based upon a sliding scale of the amount involved.
Such fees are typically in the range of 5% on a $1,000,000
transaction ratably down to 1% in a $4,000,000 transaction.
Management has adopted a policy that such a finder's fee or real
estate brokerage fee could, in certain circumstances, be paid to
any employee, officer, director or 5% shareholder of the Company,
if such person plays a material role in bringing a transaction to
the Company.
As part of any transaction, the acquired company may require
that Management or other stockholders of the Company sell all or
a portion of their shares to the acquired company, or to the
principals of the acquired company. It is anticipated that the
sales price of such shares will be lower than the current market
price or anticipated market price of the Company's Common Stock.
The Company's funds are not expected to be used for any stock
purchase from insiders. The Company's shareholders will not be
provided the opportunity to approve or consent to such sale. The
opportunity to sell all or a portion of their shares in
connection with an acquisition may influence management's
decision to enter into a specific transaction. However,
management believes that since the anticipated sales price will
be less than the market value, the potential of a stock sale by
management will be a material factor in their decision to enter a
specific transaction.
The above description of potential sales of management stock
is not based upon any corporate bylaw, shareholder or board
resolution, or contract or agreement. No other payments of cash
or property are excepted to be received by Management in
connection with any acquisition.
The Company has not formulated any policy regarding the use
of consultants or outside advisors, but does not anticipate that
it will use the service of such persons.
The Company has insufficient capital with which to provide
the owners of business opportunities with any significant cash or
other assets. However, management believes the Company will offer
owners of business opportunities the opportunity to acquire a
controlling ownership interest in a public company at
substantially less cost than is required to conduct an initial
public offering. The owners of the business opportunities will,
however, incur significant post-merger or acquisition
registration costs in the event they wish to register a portion
of their shares for subsequent sale. The Company will also incur
significant legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs of
preparing post-effective amendments, Forms 8-K, agreements, and
related reports and documents. Nevertheless, the officers and
directors of the Company have not conducted market research and
are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity. The Company does not intend to
make any loans to any prospective merger or acquisition
candidates or to unaffiliated third parties.
Sources of Opportunities
The Company anticipates that business for possible
acquisition will be referred by various sources, including its
officers and directors, professional advisors, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people. It is
not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.
The officers and directors of the Company are currently
employed in other positions and will devote only a portion of
their time (not more than one hour per week) to the business
affairs of the Company, until such time as an acquisition has
been determined to be highly favorable, at which time they expect
to spend full-time investigating and closing any acquisition for
a period of two weeks. In addition, in the face of competing
demands for their time, the officers and directors may grant
priority to their full-time positions rather than to the Company.
In addition, the officers and directors may have interests
in other public companies with similar corporate goals, or in
other private companies seeking to combine with a public company
such as this Company. The officers and directors intend to
conduct their search and evaluate candidates on an arms' length
basis, and will disclose any interest they may have in a
potential target. With respect to interests they have in other
companies that may have competing goals with this Company, the
officers and directors feel that there are a sufficient number of
attractive targets to enable them to satisfy the goals of this
and those other companies without favoring either company. There
is, of course, a risk that one of the targets may end up becoming
more successful than the target that combines into this Company,
or that the target that combines with this Company does not
achieve success. That is the type of risk, however, that an
investor can reduce by diversification of his or her investment.
Evaluation of Opportunities
The analysis of new business opportunities will be
undertaken by or under the supervision of the officers and
directors of the Company (see "Management"). Management intends
to concentrate on identifying prospective business opportunities
which may be brought to its attention through present
associations with management. In analyzing prospective business
opportunities, management will consider such matters as the
available technical, financial and managerial resources; working
capital and other financial requirements; history of operation,
if any; prospects for the future; present and expected
competition; the quality and experience of management services
which may be available and the depth of that management; the
potential for further research, development or exploration;
specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the
perceived public recognition or acceptance of products, services
or trades; name identification; and other relevant factors.
Officers and directors of each Company will meet personally with
management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent
possible, the Company intends to utilize written reports and
personal investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained.
It may be anticipated that any opportunity in which the
Company participates will present certain risks. Many of these
risks cannot be adequately identified prior to selection of the
specific opportunity, and the Company's shareholders must,
therefore, depend on the ability of management to identify and
evaluate such risk. In the case of some of the opportunities
available to the Company, it may be anticipated that the
promoters thereof have been unable to develop a going concern or
that such business is in its development stage in that it has not
generated significant revenues from its principal business
activities prior to the Company's participation. There is a risk,
even after the Company's participation in the activity and the
related expenditure of the Company's funds, that the combined
enterprises will still be able to become a going concern or
advance beyond the development stage. Many of the opportunities
may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by
the Company and, therefore, its shareholders.
There is the additional risk that the Company will not find
a suitable target. Management does not believe the Company will
generate revenue without finding and completing a transaction
with a suitable target company. If no such target is found,
therefore, no return on an investment in the Company will be
realized, and there will not, most likely, be a market for the
Company's stock.
The Company will not restrict its search for any specific
kind of business, but may acquire a venture which is in its
preliminary or development stage, which is already in operation,
or in essentially any stage of its corporate life. It is
currently impossible to predict the status of any business in
which the Company may become engaged, in that such business may
need additional capital, may merely desire to have its shares
publicly traded, or may seek other perceived advantages which the
Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise or
licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business. On the
consummation of a transaction, it is possible that the present
management and shareholders of the Company will not be in control
of the Company. In addition, a majority or all of the Company's
officers and directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers
and directors without a vote of the Company's shareholders. It is
anticipated that securities issued in any such reorganization
would be issued in reliance on exemptions from registration under
applicable Federal and state securities laws. In some
circumstances, however, as a negotiated element of this
transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of
substantial additional securities and their potential sale into
any trading market which may develop in the Company's Common
Stock may have a depressive effect on such market. While the
actual terms of a transaction to which the Company may be a party
cannot be predicated, it may be expected that the parties to the
business transaction will find it desirable to avoid the creation
of a taxable event and thereby structure the acquisition in a so
called "tax free" reorganization under Sections 368(a)(1) or 351
of the Internal Revenue Code of 1986, as amended (the "Code"). In
order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event,
the shareholders of the Company, including investors in this
offering, would retain less than 20% of the issued and
outstanding shares of the surviving entity, which could result in
significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and
directors of the Company will meet personally with management and
key personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check reference of management and key personnel, and
take other reasonable investigative measures, to the extent of
the Company's limited financial resources and management
expertise.
The manner in which each Company participates in an
opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties,
the management of the opportunity, and the relative negotiating
strength of the Company and such other management.
With respect to any mergers or acquisitions, negotiations
with target company management will be expected to focus on the
percentage of the Company which the target company's shareholders
would acquire in exchange for their shareholdings in the target
company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will, in all
likelihood, hold a lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the event
the Company acquires a target company with substantial assets.
Any merger or acquisition effected by the Company can be expected
to have a significant dilutive effect on the percentage of shares
held by the Company's then shareholders, including purchasers in
this offering.
Management has advanced, and will continue to advance, funds
which shall be used by the Company in identifying and pursuing
agreements with target companies. Management anticipates that
these funds will be repaid from the proceeds of any agreement
with the target company, and that any such agreement may, in
fact, be contingent upon the repayment of those funds.
The Company will not have sufficient funds to undertake any
significant development, marketing and manufacturing of any
products which may be acquired. Accordingly, following the
acquisition of any such product, the Company will, in all
likelihood, be required to either seek debt or equity financing
or obtain funding from third parties, in exchange for which the
Company would probably be required to give up a substantial
portion of its interest in any acquired product. There is no
assurance that the Company will be able either to obtain
additional financing or interest third parties in providing
funding for the further development, marketing and manufacturing
of any products acquired.
It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and
execution of relevant agreements, disclosure documents and other
instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and
others. If a decision is made not to participate in a specific
business opportunity the cost therefore incurred in the related
investigation would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may
result in the loss of the Company of the related costs incurred.
Management believes that the Company may be able to benefit
from the use of "leverage" in the acquisition of a business
opportunity. Leveraging a transaction involves the acquisition of
a business through incurring significant indebtedness for a large
percentage of the purchase price of that business. Through
leveraged transaction, the Company would be required to use less
of its available funds for acquiring the business opportunity
and, therefore, could commit those funds to the operations of the
business opportunity, to acquisition of other business
opportunities, or to other activities. The borrowing involved in
a leveraged transaction will ordinarily be secured by the assets
of the business opportunity to be acquired. If the business
opportunity acquired is not able to generate sufficient revenues
to make payments on the debt incurred by the Company to acquire
that business opportunity, the lender would be able to exercise
the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company
must commit to acquire a business opportunity, may
correspondingly increase the risk of loss to the Company. No
assurance can be given as to the terms or availability of
financing for any acquisition by the Company. During periods when
interest rates are relatively high, the benefits of leveraging
are not as great as during periods of lower interest rates,
because the investment in the business opportunity held on a
leveraged basis will only be profitable if it generates
sufficient revenues to cover the related debt and other costs of
the financing. Lenders from which the Company may obtain funds
for purposes of a leveraged buy-out may impose restrictions on
the future borrowing, distribution, and operating policies of the
Company. It is not possible at this time to predict the
restrictions, if any, which lenders may impose, or the impact
thereof on the Company.
Competition
The Company is an insignificant participant among firms
which engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be a
significant competitive disadvantage vis-a-vis the Company's
competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being
engaged primarily in the business of investing, reinvesting or
trading securities. While the Company does not intend to engage
in such activities, the Company obtains or continues to hold a
minority interest in a number of development stage enterprises.
The Company could be expected to incur significant registration
and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to
review the Company's activities from time to time with a view
toward reducing the likelihood the Company could be classified as
an "investment company".
The Company intends to structure a merger or acquisition in
such manner as to minimize Federal and state tax consequences to
the Company and to any target company.
Employees
The Company's only employees at the present time are its
officers and directors, who will devote as much time as the Board
of Directors determine is necessary to carry out the affairs of
the Company. (See "Management").
(b) Financial Information about Industry Segments
The Company is presently conducting no operations and is
pursuing an acquisition or merger with an existing operating
company which has a profitable history of operations.
(c) Narrative Description of Business
The Company intends to seek, investigate, and if warranted,
effect a business combination with an existing, privately-held
company. The business combination may be structured as a merger,
consolidation, exchange of stock of the Company, or any other
form which will effectuate the combined entity being a publicly-
held company.
The Company does not propose to restrict its search for any
investment opportunity to any particular industry, and may
therefore, engage in essentially any business, to the extent of
its limited resources.
The Company may seek a business opportunity with firms which
(i) have recently commenced operations, (ii) are seeking to
develop a new product or service, or (iii) are an established
business.
Item 2. Financial Information.
The Registrant's financial data presented below has been
derived from the Financial Statements of Sunrise Express, a
Nevada Corporation, including the notes thereto, appearing
elsewhere herein.
SUNRISE EXPRESS
(A Development Stage Company)
Year Ended December 31
<TABLE>
<S> <C> <C> <C> <C>
Through 1997 1996 Inception
3/27/98 To 3/27/98
Summary of Operations
Revenues $0 $0 $0 $0
General, Selling and $0 $1,790 $0 $14,290
Administrative Expenses
Net Profit $0 ($1,790) $0 ($14,290)
Net Profit per Common Share $0 ($0.0004) $0 ($0.0029)
Summary Balance Sheet Data
Total Assets $0 $0 $0
Total Liabilities $1,790 $1,790 $0
Shareholder's Equity ($1,790) ($1,790) $0
</TABLE>
Item 3. Properties.
The Company at present has no interest in any real property.
The Company neither owns nor leases any real property. Office
services are provided without charge by a director. Such costs
are immaterial to the financial statements and, accordingly, have
not been reflected therein.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security Ownership of Certain Beneficial Owners
<TABLE>
<S> <C> <C> <C>
Title of Name/Address of Shares Beneficially Percent of
Class Owner Owned Class
Common Lucia G. Triana 2,500,000 50.00%
PO Box 102,
4660 S. Eastern
Las Vegas, NV 89119
Common Charles F. Richards 140,000 2.80%
PO Box 402
1700 E. Desert Inn Rd.
Las Vegas, NV 89109
Common Nelson Vasquez 150,000 3.00%
PO Box 102
4660 S. Eastern Ave.
Las Vegas, NV 89119
</TABLE>
(b) Security Ownership of Management
<TABLE>
<S> <C> <C> <C>
Title of Name of Owner Shares Beneficially Percent of
Class Owned Class
Common Lucia G. Triana 2,500,000 50.00%
Common Charles F. Richards 140,000 2.80%
Common Nelson Vasquez 150,000 3.00%
All Officers and 2,790,000 55.80%
Directors
</TABLE>
Item 5. Directors and Executive Officers.
Lucia G. Triana President/Director
PO Box 102
4660 S. Eastern
Las Vegas, NV 89119
Ms. Triana has been an officer and director of the
corporation since inception. (August 23,1989). She is currently
employed by the accounting firm of Vazquez & Associates, Inc.,
Las Vegas, NV as an office manager where her duties include
training new employees, payroll, P&L reports, and bookkeeping.
From May 1993 to September 1994, she was Purchasing Control
Expeditor for the Flamingo Hilton Hotel & Casino, Las Vegas, NV
where her duties included the placing of orders, follow-up,
inventory control, and related bookkeeping. From September 1992
to April 1993, she held the position of Casino Marketing
Clerk/Entertainment Secretary at the same corporation until her
promotion to the former position.
From March 1990 to September 1992, she was a Secretary for
Vazquez & Associates, Las Vegas, NV. From September 1985 to March
1987, she was a self-employed manicurist. From July 1976 to
August 1985 she was a Payroll Clerk for the Las Vegas Hilton
Hotel & Casino, Las Vegas, NV.
Charles F. Richards, Jr. Secretary/Director
PO Box 402
1700 E. Desert Inn Rd.
Las Vegas, NV 89109
Mr. Richards has been a Director and Secretary of the issuer
since October 4, 1989. Since March of 1992 he has been owner of
and served as a Loan Officer for Equity First Mortgage, Inc.
(formerly Security Mortgage), Las Vegas, NV, where he sells and
processes residential mortgage loans for sale to FNMA/FHLMC, and
VA. He is also accountable for loan packages from initial
application to funding as well as being in charge of hiring,
firing, and managing of loan officers and support staff as
owner/manager.
Nelson Vazquez Director/Treasurer
4660 S. Eastern Av.,#102
Las Vegas, NV 89119
Mr. Vazquez has been a Director and Treasurer of the
corporation since October 4, 1989. Mr. Vazquez has worked in the
accounting field for over 12 years. For the last seven years he
has owned and served as chief accountant for Vazquez &
Associates, Las Vegas, NV.
He holds a BA in accounting from Baruch Business College,
NYC and also attended ASU, UNLV, CCSV, and Pace where his studies
had an emphasis on accounting and finance.
Item 6. Executive Compensation.
(a) No remuneration has been or is contemplated to be paid
to officers and directors except reimbursement for out of
pocket expenditures for activities on the Company's behalf.
None of the officers and directors anticipates devoting more
than 10% of his or her time to the Company's activities.
(b) For the fiscal year ended December 31, 1997, the Company
paid no compensation or consulting fees to its executive
officers as a group.
(c) The Company is not a party to any employment agreements.
No advances have been made or are contemplated to be made by
the Company to any of its officers or directors.
(d) The Company has no retirement, pension, profit sharing,
or stock option plans or insurance or medical reimbursements
plans covering its officers and directors, and does not
contemplate implementing any such plans at this time.
Item 7. Certain Relationships and Related Transactions.
There are no relationships or transactions to be reported.
Item 8. Legal Proceedings.
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
Item 9. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholder Matters.
Company's common stock is traded in the over-the-counter
market in the United States.
There has been no trading in the Company's stock, therefore,
no high or low bid quotations are available.
There are 31 record owners of the Company's stock.
The Company has never paid a cash dividend and has no
present intention of so doing.
Item 10. Recent Sales of Unregistered Securities.
There are no recent sales of unregistered securities to be
reported.
Item 11. Description of Registrant's Securities to be Registered.
The securities to be registered are one mil, $0.001, par
value common equity stock. The shares are non-assessable, without
pre-emptive rights and non-cumulative voting.
Item 12. Indemnification of Directors and Officers.
The bylaws (Article VII) of the Company provide for the
indemnification of any director, officer, employee or agent of
the Company, or any person serving in such capacity for any other
entity or enterprise at the request of the Company against any
and all legal expenses (including attorneys fees), claims and
liabilities arising out of any action, suit or proceeding, except
an action by or in the right of the Company. Nevada law also
permits indemnification.
Insofar as indemnification for liabilities arising under the
federal securities laws may be permitted to directors and
controlling persons of the Company, the Company has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
law and is, therefor, unenforceable. In the event a demand for
indemnification is made, the Company will, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the law and will be governed by the final
adjudication of such issue.
Item 13. Financial Statements and Supplementary Data.
The financial statements and supplemental data required by
this Item 13 follow the index of financial statements appearing
at Item 15 of this Form 10.
Item 14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
LIST OF FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
STATEMENT OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENT OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
Board of Directors March 30, 1998
Sunrise Express
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Sunrise
Express,(A Development Stage Company), as of August 31, 1997,
December 31, 1996 and December 31, 1995, and the related
statements of operations, stockholders' equity and cash flows for
period January 1, 1997, to August 31, 1997, and the two years
ended December 31, 1996 and December 31, 1995. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Sunrise Express, (A Development Stage Company), as of August
31, 1997, December 31, 1996, and December 31, 1995, and the
results of its operations and cash flows for the period January
1, 1997, to August 31, 1997 and the two years ended December 31,
1996, and December 31, 1995, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, the Company has
suffered recurring losses from operations and has no established
source of revenue. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in
regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might
result from outcome of this uncertainty.
/S/ Barry L. Friedman
Certified Public Accountant
SUNRISE EXPRESS
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C> <C>
August December December
27, 31, 31,
1997 1996 1995
ASSETS
CURRENT ASSETS: $0 $0 $0
TOTAL CURRENT $0 $0 $0
ASSETS
OTHER ASSETS; $0 $0 $0
TOTAL OTHER $0 $0 $0
ASSETS
TOTAL ASSETS $0 $0 $0
</TABLE>
See accompanying notes to financial statements & audit
report
SUNRISE EXPRESS
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C>
August December December
31, 31, 31,
1997 1996 1995
CURRENT LIABILITIES;
Officers Advances (Note #6) $ 890 $ 0 $0
TOTAL CURRENT LIABILITIES $ 890 $0 $0
STOCKHOLDERS' EQUITY; (Note 1) 0
Common stock, no par value $12,500
Authorized 2,500 shares
issued and outstanding
December 31, 1995 - 2,500 shares
Common stock, $.001 par value, authorized
50,000,000 shares issued and outstanding at
Dec. 31, 1996-5,000,000 shs
Aug. 31, 1997-5,000,000 shs
Additional paid in Capital 7,500 7,500 0
Accumulated loss -13,390 -12,500 -12,500
TOTAL STOCKHOLDERS' EQUITY $-890 $0 $0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $0 $0 $0
</TABLE>
SUNRISE EXPRESS
(A Development Stage Company)
STATEMENT OF OPERATION
<TABLE>
<S> <C> <C> <C> <C>
Aug. 23, 1989
Jan. 1,1997 Year Ended Year Ended (inception)
to
August 31, Dec. 31, Dec. 31, August 31,
1997 1996 1995 1997
INCOME:
Revenue $0 $0 $0 $0
EXPENSES:
General, Selling $890 $0 $0 $13,390
And
Administrative
Total Expenses $890 $0 $0 $14,290
Net Profit/Loss(- $0 $-1,790 $0 $-14,290
)
Net Profit/Loss $-.0000 $-.0004 $.0000 $-.0029
(-) Per weighted
Share (Note1)
Weighted average 5,000,000 5,000,000 5,000,000 5,000,000
Number of common
Shares
outstanding
</TABLE>
See accompanying notes to financial statements & audit
report
SUNRISE EXPRESS
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Additional
Common Common paid-in Accumulated
Shares Amount Capital Deficit
Balance, December 31, 1995 2,500 $12,500 $0 $-12,500
August 29, 1996 Changed par -12,498 +12,498
value From no par value To
$0.001
August 29,1996 Forward stock 4,997,500 +4,998 -4,998
split 2000:1
Net loss year ended December 37
31, 1996
Balance, December 31, 1996 5,000,000 $5,000 $7,500 $-12,500
Net loss year ended December -1,790
31, 1997
Balance, December 31, 1997 5,000,000 $5,000 $7,500 $-14,290
Net Loss January 1, 1998 to 0
March 27, 1998
Balance, March 31, 1998 5,000,000 $5,000 $7,500 $-14,290
</TABLE>
SUNRISE EXPRESS
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C>
Aug. 17,
1995
Jan. 1,1998 Year Ended Year Ended (inception)
to to
Mar.27, 1998 Dec. 31, Dec. 31, Mar. 27,
1997 1996 1998
Cash Flows from
Operating
Activities:
Net Loss $-0 $-1,790 $-0 $-14,290
Adjustment to 0 0 0 0
reconcile net loss
to net cash
provided by
operating
activities
Changes in assets
and Liabilities:
Increase in $0 +1,790 0 $+1,790
current
Liabilities:
Net cash used in 0 0 0 -12,500
Operating
activities
Cash flows from 0 0 0 0
Investing
activities
Cash Flows from
Financing
Activities:
Issuance of Common 0 0 0 +12,500
Stock
Net increase $0 $0 $0 $0
(decrease) In cash
Cash, Beginning of 0 0 0 0
period
Cash end of period $0 $0 $0 $0
</TABLE>
SUNRISE EXPRESS
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 27, 1998, December 31, 1997, and December 31, 1996
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 23, 1989, under the laws of
the State of Nevada, as Sunrise Express The Company currently has
no operations and, in accordance with SFAS #7, is considered a
development stage company.
On August 29, 1996, the Company restated its Articles of
Incorporation. The Company increased its capitalization from
2,500 common shares of no par value to 5,000,000 common shares,
par value $.001 each.
On August 29, 1996, the Company approved a forward stock
split on the basis of 2000:1, thus increasing the outstanding
common stock from 2,500 shares to 5,000,000 shares.
NOTE 2- ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined
except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average
number of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid since
inception.
NOTE 3- GOING CONCERN
The company's financial statements are prepared using the
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 has no current source of revenue. Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern. It is management's plan
to seek additional capital through a merger with an existing
operating company.
SUNRISE EXPRESS
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 27, 1998, December 31, 1997, and December 31, 1996
NOTE 4- WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock
NOTE 5-RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal
property. Office services are provided without charge by a
director. Such costs are immaterial to the financial statements
and, accordingly, have not been reflected therein. The officers
and directors of the Company are involved in other business
opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between
the Company and their other business interests. The Company has
not formulated a policy for the resolution of such conflicts.
NOTE 6- OFFICERS ADVANCES
While the Company is seeking additional capital through a
merger with an existing operating company, an officer of the
Company has advanced funds on behalf of the Company to pay for
any costs incurred by it. These funds are interests free.
LIST OF EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
SIGNATURES
____Sunrise Express, Inc.________
(Registrant)
Date: By: /s/ Lucia G. Triana
Lucia G. Triana,
President
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SUNRISE EXPRESS
The undersigned, for the purposes of association to establish a
corporation for the transaction of business, and the promotion
and conduct of the object and purposes hereinafter stated, under
the provisions of and subject to the requirement's of Chapter 78
Nevada Revised Statutes, does make, record and file these
Articles Of Incorporation ,in writing, and does hereby certify:
I
The name of the corporation shall be SUNRISE EXPRESS
II
The principal office and place of business of the corporation
shall be 4600 South Eastern, Suite 102, Las Vegas, Clark County,
NV 89110, and that the Resident Agent in charge of said office
shall be Vazquez & Associates, Inc. Article II is hereby amended
to read as follows:
III
This corporation may engage in any lawful activity.
IV
1. Classes and Number of Shares. The total number of shares of
all classes of stock, which the corporation shall have authority
to issue is Fifty Million (50,000,000), consisting of Fifty
Million (50,000,000) shares of Common Stock, par value of $0.001
per share (The "Common Stock")
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation
holding common stock shall have any preemptive or other
right to subscribe for any additional un-issued or treasury
shares of stock or for other securities of any class, or for
rights, warrants or options to purchase stock, or for scrip,
or for securities of any kind convertible into stock or
carrying stock purchase warrants or privileges unless so
authorized by the Corporation;
(b) Voting Rights and Powers. With respect to all matters
upon which stockholders are entitled to vote or to which
stockholders are entitled to give consent, the holders of
the outstanding shares of the Common Stock shall be entitled
to cast thereon one (1) vote in person or by proxy for each
share of the Common Stock standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Holders of Common Stock shall be
entitled to receive such cash dividends as may be
declared thereon by the Board of Directors from time to
time out of assets of funds of the Corporation legally
available therefor;
(ii) Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in the
form of a distribution or distributions pursuant to a
stock dividend or split-up of the shares of the Common
Stock;
(iii) Other Rights. Except as otherwise required by
the Nevada Revised Statutes and as may otherwise be
provided in these Articles of Incorporation, each share
of the Common Stock shall have identical powers,
preferences and rights, including rights in
liquidation;
3. Issuance of the Common Stock and the Preferred Stock. The
Board of Directors of the Corporation may from time to time
authorize by resolution the issuance of any or all shares of the
Common Stock herein authorized in accordance with the terms and
conditions set forth in these Articles of Incorporation for such
purposes, in such amounts, to such persons, corporations, or
entities, for such consideration as the Board of Directors in its
discretion may determine and without any vote or other action by
the stockholders, except as otherwise required by law. The Board
of Directors, from time to time, also may authorize, by
resolution, options, warrants and other rights convertible into
Common stock (collectively "securities.") The securities must be
issued for such consideration, including cash, property, or
services, as the Board or Directors may deem appropriate, subject
to the requirement that the value of such consideration be no
less than the par value if the shares issued. Any shares issued
for which the consideration so fixed has been paid or delivered
shall be fully paid stock and the holder of such shares shall not
be liable for any further call or assessment or any other payment
thereon, provided that the actual value of such consideration is
not less that the par value of the shares so issued. The Board of
Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock divided or
split-up of the shares of the Common Stock only to the then
holders of the outstanding shares of the Common Stock.
4. Cumulative Voting. Except as otherwise required by
applicable law, there shall be no cumulative voting on any matter
brought to a vote of stockholders of the Corporation.
V
Any and all shares issued by the Corporation, the fixed
consideration for which has been paid or delivered, shall be
deemed fully-paid stock and not liable-for any further call or
assessment thereon, and the holders of such stock shall not be
liable for any further assessments, nor shall the private
property of the shareholders, officers or directors be subject to
the payment of corporate debts or obligations to any extent
whatsoever.
VI
The members of the governing board shall be styled "Directors".
The Board of Directors shall consist of not less than one nor
more than nine members. At all elections of Directors of the
Corporation each holder of stock possessing voting power shall be
entitled to as many votes as shall equal the number of his shares
of stock multiplied by the number of Directors to be elected, and
that he may cast all of such votes for a single Director or may
distribute them among the number to be voted for, or any two or
more of them, as he may see fit.
The name and post office address of the first Board of Directors,
which may consist of one to three members as evidenced by
signature, and of the Incorporator signing these Articles of
Incorporation, follow.
FIRST BOARD OF DIRECTORS AND INCORPORATORS
Name Post Office Address
HOYT SIBLEY 516 S. Fourth St., Las Vegas,
NV 89101
VII
That this Corporation shall have perpetual existence.
VIII
That these Articles may be amended by the Directors and the
Stockholders in the manner provided by law.
Bylaws
of
SUNRISE EXPRESS, INC.
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation shall
maintain a principal office. The location of the principal office
may be changed by the Board of Directors. The Corporation also
may have offices in such other places as the Board may from time
to time designate. The location of the initial principal office
of the Corporation shall be designated by resolution.
Article II
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall
be held at such place within or without the State of Nevada as
shall be set forth in compliance with these Bylaws. The meeting
shall be held on the last Thursday of August of each year. If
such day is a legal holiday, the meeting shall be on the next
business day. This meeting shall be for the election of Directors
and for the transaction of such other business as may properly
come before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by
statute, may be called by the President upon written request of
the holders of 50% or more of the outstanding shares entitled to
vote at such special meeting. Written notice of such meeting
stating the place, 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-
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating the place, day,
and hour of the meeting, and in the case of a special meeting,
the purpose or purposes for which the meeting is called, which
shall be delivered not less than ten or more than fifty days
before the date of the meeting, either personally or by mail to
each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder
at his address as it appears on the books of the Corporation,
with postage thereon prepaid. Attendance at the meeting shall
constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or
without the State of Nevada, as the place of meeting for any
annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled
to vote at a meeting may designate any place, either within or
without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting is
otherwise called, the place of meeting shall be the principal
office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more
than fifty days prior to any meeting as the record date for the
purpose of determining shareholders entitled to notice of and to
vote at such meetings of the shareholders. The transfer books may
be closed by the Board of Di-rectors for a stated period not to
exceed fifty days for the purpose of determining shareholders
entitled to receive payment of and dividend, or in order to make
a determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to
time without further notice. At a meeting resumed after any such
adjournment at which a quorum shall be present or represented,
any business may be transacted, which might have been transacted
at the meeting as originally noticed.
7. Voting
A holder of outstanding shares, entitled to vote at a meeting,
may vote at such meeting in person or by proxy. Except as may
otherwise be provided in the currently filed Articles of
Incorporation, every shareholder shall be entitled to one vote
for each share standing in his name on the record of
shareholders. Except as herein or in the currently filed Articles
of Incorporation otherwise provided, all corporate action shall
be determined by a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote thereon.
8. Proxies
At all meeting of shareholders, a shareholder may vote in person
or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the
Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after six months from the date
of its execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter
thereof.
Article III
Board Of-Directors
1. General Powers
The business and affairs of the Corporation shall be managed by
its Board of Directors. The Board if Directors may adopt such
rules and regulations for the conduct of their meetings and the
management of the Corporation as they appropriate under the
circumstances. The Board shall have authority to authorize
changes in the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number
between one and five, as the Directors may by resolution
determine from time to time. Each of the Directors shall hold
office until the next annual meeting of shareholders and until
his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held without
other notice than by this Bylaw, immediately after and, at the
same place as the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than
this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by order
of the Chairman of the Board or the President. The Secretary
shall give notice of the time, place and purpose or purposes of
each special meeting by mailing the same at least two days before
the meeting or by telephone, telegraphing or telecopying the same
at least one day before the meeting to each Director. Meeting of
the Board of Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, but less
than a quorum may adjourn any meeting from time to time until a
quorum shall be present, whereupon the meeting may be held, as
adjourned, without further notice. At any meeting at which every
Director shall be present, even though without any formal notice
any business may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall
have one vote. The act of a majority of Directors present at a
meeting shall be the act of the full Board of Directors, provided
that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in
the case of death, resignation, or removal of any Director, or if
the authorized number of Directors is increased, or if the
shareholders fail, at any meeting of the shareholders, at which
any Director is to be elected, to elect the full authorized
number of Directors to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the
shareholders holding a majority of the shares outstanding and
entitled to vote. Such vacancy shall be filled by the Directors
entitled to vote. Such vacancy shall be filled by the Directors
then in office, though less than a quorum, to hold office until
the next annual meeting or until his successor is duly elected
and qualified, except that any directorship to be filled by
election by the shareholders at the meeting at which the Director
is removed. No reduction of the authorized number of Directors
shall have the effect of removing any Director prior to the
expiration of his term of office.
9. Resignation
A director may resign at any time by delivering written
notification thereof to the President or Secretary of the
Corporation. A resignation shall become effective upon it's
acceptance by the Board of Directors; provided, however, that if
the Board of Directors has not acted thereon within ten days from
the date of it's delivery, the resignation shall be deemed
accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action(s) taken
unless his dissent shall be placed in the minutes of the meeting
or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply
to a Director who voted in favor of such action.
11. Compensation
By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting of the
Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the
Directors are incapacitated or otherwise unable to attend the
meetings and function as Directors, the remaining members of the
Board of Directors shall have all the powers necessary to
function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum, until
such time as all Directors can attend or vacancies can be filled
pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from it's own number a Chairman
of the Board, who shall preside at all meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors. The
Chairman may by appointment fill any vacancies on the Board of
Directors.
Article IV
Officers
1. Number
The officers of the Corporation shall be a President, one or more
Vice Presidents, and a Secretary Treasurer, each of whom shall be
elected by a majority of the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors. In it's
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held by
the same person. Officers may or-may not be Directors or
shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of Officers
shall not be held at such meeting, such election shall be held as
soon thereafter as convenient. Each Officer shall hold office
until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written
resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignation shall take effect
upon delivery.
4 Removal
Any Officer or agent may be removed by the Board of Directors
whenever in it's judgment the best interests Corporation will be
served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election
or appointment of an officer or agent shall not of itself create
contract rights. Any such removal shall require a majority vote
of the Board of Directors, exclusive of the officer in question
if he is also a Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, or is a new office shall be
created, may be filled by the Board of Directors for the
unexpired portion of the term.
6. President
The president shall be the chief executive and administrative
Officer of the Corporation. He shall preside at all meetings of
the stockholders and, in the absence of the Chairman of the
Board, at meetings of the Board of Directors. He shall exercise
such duties as customarily pertain to the office of President and
shall have general and active supervision over the property,
business, and affairs of the Corporation and over it's several
officers, agents, or employees other than those appointed by the
Board of Directors. He may sign, execute and deliver in the name
of the Corporation powers of attorney, contracts, bonds and other
obligations, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
7. Vice President
The Vice President shall have such powers and perform such duties
as may be assigned to him by the Board of Directors or the
President. In the absence or disability of the President, the
Vice President designated by the Board or the President shall
perform the duties and exercise the powers of the President. A
Vice President may sign and execute contracts any other
obligations pertaining to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors and, to the extent
ordered by the Board of Directors or the President, the minutes
of meeting of all committees. He shall cause notice to be given
of meetings of stockholders, of the Board of Directors, and of
any committee appointed by the Board. He shall have custody of
the corporate seal and general charge of the records, documents
and papers of the Corporation not pertaining to the performance
of the duties vested in other officers, which shall at all
reasonable times be open to the examination of any Directors. He
may sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the Corporation and
affix the seal of the Corporation thereto. He shall perform such
other duties as may be prescribed from time to time by the Board
of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and
disbursement of funds of the Corporation. He shall endorse on
behalf of the Corporation for collection check, notes and other
obligations, and shall deposit the same to the credit of the
Corporation in such bank or banks or depositories as the Board of
Directors may designate. He may sign, with the President or such
other persons as may be designated for the purpose of the Board
of Directors, all bills of exchange or promissory notes of the
Corporation. He shall enter or cause to be entered regularly in
the books of the Corporation full and accurate account of all
monies received and paid by him on account of the Corporation;
shall at all reasonable times exhibit his books and accounts to
any Director of the Corporation-upon application at the office of
the Corporation during business hours; and, whenever required by
the Board of Directors or the President, shall render a statement
of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
10. Other Officers
Other officers shall perform such duties and shall have such
powers as may be assigned to them by the Board of Directors.
11. Salaries
Salaries or other compensation of the officers of the Corporation
shall be fixed from time to time by the Board of Directors,
except that the Board of Directors may delegate to any person or
group of persons the power to fix the salaries or other
compensation of any subordinate officers or agents. No Officer
shall be prevented from receiving any such salary or compensation
by reason of the fact the he is also a Director of the
Corporation
12. Surety Bonds
In case the Board of Directors shall so require, any officer or
agent of the Corporation shall execute to the Corporation a bond
in such sums and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance
of his duties to the Corporation, including responsibility for
negligence and for the accounting for all property, monies or
securities of the Corporation, which may come into his hands.
Article V
Contracts, Loans, Checks and Deposits
1. Contracts
The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to
specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of it's
obligation under any loan or advance shall be issued in it's
name, and no property of the Corporation shall be mortgaged,
pledged, hypothecated or transferred as security for the payment
of any loan, advance, indebtedness or liability of the
Corporation unless and except as authorized by the Board of
Directors. Any such authorization may be general or confined to
specific instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as the Board of
Directors may select, or as may be selected by an officer or
agent of the Corporation authorized to do so by the Board of
Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and evidence
of indebtedness of the Corporation shall be signed by such
Officer or Officers or such agent or agents of the Corporation
and in such manner as the Board of Directors from timer to time
may determine. Endorsements for deposits to the credit of the
Corporation in any of it's duly authorized depositories shall be
made in such manner as the Board of Directors may from time to
time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in the
form of an appropriate legal writing, which shall be signed by
the President or Vice President and by the Treasurer or by the
Secretary, and sealed with the seal of the Corporation. The seal
may be facsimile, engraved or printed. Where such bond or
debenture is authenticated with the manual signature of an
authorized Officer of the Corporation or other trustee designated
by the indenture of trust or other agreement under which such
security is issued, the signature of any of the Corporation's
officers named thereon may be facsimile. In case any Officer who
signed, or whose facsimile signature has been used on any such
bond or debenture, shall cease to be an Officer of the
Corporation for any reason before the same has been delivered by
the Corporation,. such bond or debenture may nevertheless by
adopted by the Corporation and issued and delivered as though the
person who signed it or whose facsimile signature has been used
thereon had not ceased to be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and signed by the
President. The signatures of such Officers upon a certificate may
be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation
itself or one of it's employees. All certificates for shares
shall be consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented thereby
are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be
canceled except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may
prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the
stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name
shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall have the power to
appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class,
and may require that stock certificates shall be countersigned
and registered by one or more of such transfer agents and
registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any
certificate theretofore issued by it alleged to have been lost or
destroyed. The Board of Directors may require the owner of such a
certificate or his legal representative to give the Corporation a
bond in such sum and with such sureties as the Board of Directors
may direct to indemnify the Corporation as transfer agents and
registrars, if any, against claims that may be made on account of
the issuance of such new certificates. A new certificate may be
issued without requiring any bond.
5. Registered Shareholders
The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder thereof, in fact,
and shall not be bound to recognize any equitable or other claim
to or on behalf of this Corporation to any and all of the rights
and powers incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute and
deliver proxies and consents on behalf of this Corporation in
connection with the exercise by this Corporation of the rights
and powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any
other person or persons.
Article VII
Indemnification
No Officer or Director shall be personally liable for any
obligations of the Corporation or for any duties or obligations
arising out of any acts or conduct of said officer or Director
performed for or on behalf of the Corporation. The Corporation
shall and does hereby indemnify and hold harmless each person and
his heirs and administrators who shall serve at any time
hereafter as a Director or officer of the Corporation from and
against any and all claims, judgments and liabilities to which
such persons shall become subject by reason of his having
heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by
him as such Director or officer, and shall reimburse each such
person for all legal and other expenses reasonably incurred by
him in connection with any such claim or liability, including
power to defend such persons from all suits or claims as provided
for under the provisions of the Nevada Revised Statutes;
provided, however, that no such persons shall be indemnified
against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own negligence or
willful misconduct. The rights accruing to any person under the
foregoing provisions of this section shall not exclude any other
right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the Corporation to
indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation,
it's Directors, Officers, employees and agents shall be fully
protected in taking any action or making any payment, or in
refusing so to do in reliance upon the advice of counsel.
Article VIII
Notice
Whenever any notice is required to be given to any shareholder or
Director of the Corporation under the provisions of the Articles
of Incorporation, or under the provisions of the Nevada Statutes,
a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Attendance at any meeting shall constitute a waiver of notice of
such meetings, except where attendance is for the express purpose
of objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws
adopted by a majority of the entire Board of Directors at any
regular or special meeting. Any Bylaw adopted by the Board may be
repealed or changed by the action of the shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be
varied by resolution of the Board of Directors.
Article XI
Dividends
The Board of Directors may,at any regular or special meeting, as
they deem advisable, declare dividends payable out of the surplus
of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a circle and
shall bear the name of the Corporation and the year of
incorporation per sample affixed hereto.
