<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
VAN AMERICAN CAPITAL, LTD.
(Name of Small Business Issuer in Its Charter)
NEVADA 91-1918742
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2635 CAMINO DEL RIO SO.,
#211 SAN DIEGO, CA 92108
---------------------------------------- ----------
(Address of principal Executive Offices) (Zip Code)
(619)291-9829
---------------------------
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------------------ ------------------------------
------------------------------ ------------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock - .001 Par Value
-----------------------------
(Title of Class)
1
<PAGE> 2
PART 1
ITEM 1
DESCRIPTION OF THE BUSINESS
General
Van American Capital, Ltd. is filing this Form 10-SB on a voluntary basis in
order to make Van American Capital's financial information equally available to
any interested parties or investors and meet certain listing requirements for
publicly traded securities.
Business Development
Van American Capital, Ltd. was incorporated in Nevada on July 23, 1998 for the
purpose of designing, marketing and producing a board game based upon biblical
historical times and events.
There have been no bankruptcy, receivership or similar proceedings.
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
Business of the Issuer
Beginning in 1998, management utilized the public library and the Internet to
research questions and answers to various ancient events as a basis for detailed
questions to be used in its only product, a biblical historical board game. They
developed a substantial list of questions and answers which were incorporated
into a 2" by 3" card layout. They developed the board layout and design,
structured and tested the game playability with small groups of students, and
determined they could market the game to the general public.
Management intends to market its game through retail outlets such as WalMart,
K-Mart, and Target Stores. Management has no market or distribution agreements
with the above retail outlets or any other retail outlets. Once the Company is
sufficiently funded, management will seek out distribution agreements with
retail outlets. Management at this time cannot estimate when the Company will
have the sufficient funding necessary to begin marketing of its product.
Management at this time cannot accurately estimate what will constitute
sufficient funding.
The Company has no new product or service planned or announced to the public.
The size and financial strengths of the Company's competitors are substantially
greater than those of the Company. However, management believes that the Company
can effectively compete with those other companies because of the unique nature
of its product and its product's appeal to a niche of customers who are
interested in biblical historical times. Management is not aware of any
significant barriers to the Company's entry into the retail market, however, the
Company at this time cannot ascertain its exact market share of the broad retail
board game category.
2
<PAGE> 3
Board game raw materials and manufacturing are available through various
suppliers such as Guangdong Kang Lai Light Industrial Products in China or
Paragon Packaging in the United States. At this time the Company has no
contracts with suppliers and will not initiate negotiations with potential
suppliers until such time as the Company has sufficient funding. Management at
this time cannot estimate when the Company will have the sufficient funding
necessary to begin negotiations with its potential suppliers. Management at this
time cannot accurately estimate what will constitute sufficient funding.
The Company intends to sell its products through a variety of retail outlets to
the public and will not depend on any one or a few major customers. When the
Company has sufficient funding it will begin negotiations with these major
retail outlets. Management at this time cannot estimate when the Company will
have the sufficient funding necessary to begin marketing of its product.
Management at this time cannot accurately estimate what will constitute
sufficient funding.
When the Company has sufficient funding, management will seek legal council for
copyright and trademark protection. Until this funding is available, the game is
protected by common law copyright. Management at this time cannot accurately
estimate what will constitute sufficient funding.
The Company does not need any governmental approval of its principal product.
The Company's business is not subject to material regulation by federal, state,
or local governmental agencies.
All research and development costs since inception have been immaterial in cost
and will not be passed on to customers.
The Company currently has no employees.
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Computer programs that
have time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Based on a recent and ongoing assessment, the Company has determined that it
will require only off-the-shelf software utilizing a Microsoft Windows platform
for all of its computing requirements. The Company presently believes that with
modifications to existing off-the-shelf software or conversions to new software,
the Year 2000 issue will not pose significant operational problems and will not
materially affect future financial results.
The Company currently anticipates purchasing new off-the-shelf Year 2000
compatible software by September 30, 1999, which is prior to any anticipated
impact on its operating systems. The total cost of this new software is not
anticipated to be a material expense to the Company at this time. However, there
can be no guarantee that these new off-the-shelf software products will be
adequately modified, which could have a material adverse effect on the Company's
results of operations.
3
<PAGE> 4
ITEM 2
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Plan of Operation
The Company's current cash is sufficient in management's opinion for the next
twelve months as it currently has no direct or indirect operating expenses.
During the next twelve months, the Company plans to raise additional funds
necessary to manufacture and market its product. Management has not yet
determined what source or sources will provide additional funds for the Company.
There are no current plans for additional product research and development.
There are no current plans to purchase or sell any significant amount of fixed
assets. There are no current plans to increase the number of employees.
Results of Operations
There were no revenues from sales for the period ended December 31, 1998. The
Company sustained a net loss of $4183 for the period ended December 31, 1998.
Losses were primarily attributable to expenditures for the start-up of the
corporation.
Liquidity and Capital Resources
As of December 31, 1998, the Company had $2967 cash on hand and in the bank. The
primary costs and operating expenses for the period ended December 31, 1998
were: licenses and fees $3773 and other operating expenses $937.
Currently, the Company maintains a sufficient positive cash balance for
production and working capital. The substantial losses through December 1998
were due to start-up fees and product development expenses. Subsequent
additional sales of the Company's equity securities have allowed the Company to
continue development and increase marketing efforts.
ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address and telephone number are
provided by a Director of the Company at no cost. Management considers the
Company's current principal office space arrangement adequate for current and
short-term estimated growth.
4
<PAGE> 5
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - December 31,1998:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
- -------- -------------------- --------------- -------
<S> <C> <C> <C>
Common Jeanette Huntley 11,000,000(a) 48.43%
2635 Camino Del Rio South
Suite 211
San Diego, CA 92108
Common Kathleen Sturtevant 11,000,000(b) 48.43%
2635 Camino Del Rio South
Suite 211
San Diego, CA 92108
</TABLE>
(a) Ms. Huntley purchased 1,000,000 shares of the Company's common stock in
1998, and 10,000,000 shares of the Company's common stock were issued to
her per a stock split on December 28, 1998.
(b) Ms. Sturtevant purchased 1,000,000 shares of the Company's common stock in
1998, and 10,000,000 shares of the Company's common stock were issued to
her per a stock split on December 28, 1998.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose terms will expire
7/30/99, or at such a time as their successors shall be elected and qualified
are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected
- -------------- --- -------- ------------------
<S> <C> <C> <C>
Jeanette Huntley 45 President, 7/30/98
2635 Camino Del Rio South Sec/Treas,
Suite 211 Director
San Diego, CA 92108
Kathleen Sturtevant 30 Director 7/30/98
2635 Camino Del Rio South
Suite 211
San Diego, CA 92108
</TABLE>
5
<PAGE> 6
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers appointed to
serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, of any
regulatory agency enjoining him from acting as an investment advisor,
underwriter, broker or dealer in the securities industry, or as an affiliated
person, director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities nor has any such person been the subject of
any Order of a State authority barring or suspending for more than sixty (60)
days, the right of such a person to be engaged in such activities or to be
associated with such activities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
Resumes
Jeanette Huntley, President, Secretary, Treasurer & Director
<TABLE>
<S> <C>
1995 - Current Accounting manager and tax preparer in a public accounting
firm. Accounting manager responsible for compilation and
review preparation of corporation financial statements. Tax
preparation for individual, partnership, and corporation
federal and state taxes.
1973 - 1995 Accounting manager in several industries, with emphasis in
restaurant accounts. Promoted from bookkeeper to manager.
Responsible for payroll, accounts payable, accounts
receivable, general ledger, and financial statement
preparation.
</TABLE>
Kathleen Sturtevant, Director
<TABLE>
<S> <C>
1994 - Current Senior statistical analyst in the financial services industry.
Responsible for loan analysis modeling for institutional
lenders.
</TABLE>
6
<PAGE> 7
ITEM 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
Summary Compensation Table
<TABLE>
<CAPTION>
Name & Other Restricted All
principle annual stock Options LTIP other
position Year Salary($) Bonus($) compensation($) awards($) SARs Payouts($) compensation
- ------------- ---- -------- -------- --------------- ---------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J Huntley 1998 -0- -0- -0- -0- -0- -0- -0-
President
K. Sturtevant 1998 -0- -0- -0- -0- -0- -0- -0-
Director
</TABLE>
There are no current employment agreements between the Company and its executive
officers.
The Directors and Principal Officers have worked with no remuneration until such
time as the Company receives sufficient revenues necessary to provide proper
salaries to all Officers and compensation for Directors' participation. The
Officers and the Board of Directors have the responsibility to determine the
timing of remuneration based upon a positive cash flow to include stock sales,
product sales, estimated cash expenditures, accounts receivable, accounts
payable, notes payable, and a cash balance of not less than $10,000 at each
month end. At this time, management cannot accurately estimate when sufficient
revenues will occur to implement this compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ms. Huntley (Director, President, Secretary, Treasurer) purchased 1,000,000
shares of the Company's common stock in 1998, and 10,000,000 shares of the
Company's common stock were issued to her per a stock split on December 28,
1998.
Ms. Sturtevant (Director) purchased 1,000,000 shares of the Company's common
stock in 1998, and 10,000,000 shares of the Company's common stock were issued
to her per a stock split on December 28, 1998.
7
<PAGE> 8
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 50,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of Common Stock
have cumulative voting rights. Holders of shares of Common Stock are entitled to
share ratable in dividends, if any, as may be declared, from time to time by the
Board of Directors in its discretion, from funds legally available therefor. In
the event of a liquidation, dissolution, or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding Common Stock is, and the shares offered by the Company pursuant to
this offering will be, when issued and delivered, fully paid and non-assessable.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company, as of September 23, 1998 has filed for trading on the OTC
Electronic Bulletin Board which is sponsored by the National Association of
Securities Dealers (NASD). The OTC Electronic Bulletin Board is a network of
security dealers who buy and sell stock. The dealers are connected by a computer
network which provides information on current "bids" and "asks" as well as
volume information. As of the date of this filing, the above application is
pending.
As of the date of this filing, there is no public market for the Company's
securities. As of December 31, 1998, the Company had 67 shareholders of record.
The Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the Securities
Act for sale by security holders. There is no public offering of equity and
there is no proposed public offering of equity.
ITEM 2
LEGAL PROCEEDINGS
None.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
8
<PAGE> 9
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On July 30, 1998, at the Company's organization meeting, the shareholders
authorized the sale and issuance of 1,000,000 shares of common stock to each of
the officers and directors of the Company for a total of 2,000,000 Rule 144
shares.
From the period of approximately November 24, 1998 until December 24, 1998, the
Company offered and sold 65,000 shares for $6,500. Each prospective investor was
given a private placement memorandum designed to disclose all material aspects
of an investment in the Company. This offering was not accompanied by general
advertisement or general solicitation. The Company relied on Rule 504 of
Regulation D as the basis of exemption from registration, as identified on Form
D as filed with Commission on August 31, 1998. Blue Sky filings were made (where
required) in each state that the shares were offered and sold.
On December 28, 1998, the Board of Directors authorized a forward stock split of
10 to 1 resulting in a total of 22,715,000 shares of common stock issued and
outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
PART F/S
The audited financial statements of the Company and related notes which are
included in this offering have been examined by Barry L. Friedman, PC, and have
been so included in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
9
<PAGE> 10
PART III
EXHIBITS
Exhibit A Financial Statements
1 Audited financial statements for the period ended September 11,
1998
2 Unaudited interim financial statements for the period ended
December 31, 1998.
<TABLE>
<S> <C> <C>
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3 Articles of Incorporation and Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 7 Opinion re: liquidation preference None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Material contracts None
Exhibit 11 Statement re: computation of per share earnings See Exhibit A
Exhibit 14 Material foreign patents None
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
Exhibit 28 Reports furnished to State insurance agencies None
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Van American Capital, Ltd.
Date 1/15/99 By /s/ JEANETTE HUNTLEY
--------------------- ------------------------------------
Jeanette Huntley,
President & Director
Date 1/15/99 By /s/ KATHLEEN STURTEVANT
-------------------- ------------------------------------
Kathleen Sturtevant, Director
10
<PAGE> 11
EXHIBIT A
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors September 15, 1998
Van American Capital Ltd.
San Diego, California
I have audited the Balance Sheet of Van American Capital Ltd., (A
Development Stage Company), as of September 11, 1998, and the related Statements
of Operations, Stockholders' Equity and Cash Flows for the period July 23, 1998,
(inception) to September 11, 1998. 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 I 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 Van American Capital Ltd.,
(A Development Stage Company), at September 11, 1998, and the results of its
operations and cash flows for the period July 23, 1998 (inception) to September
11, 1998, 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 E to the
financial statements, the Company 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 E. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ BARRY L. FRIEDMAN
- ---------------------------
Barry L. Friedman
Certified Public Accountant
<PAGE> 12
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
September 11, 1998
BALANCE SHEET
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash $4,250
------
TOTAL CURRENT ASSETS $4,250
------
OTHER ASSETS:
Organizational Costs (Net) $ 822
------
TOTAL OTHER ASSETS $ 822
------
TOTAL ASSETS $5,072
======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: $ 0
------
TOTAL CURRENT LIABILITIES $ 0
------
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, authorized 50,000,000 shares;
issued and outstanding at September 11, 1998 - 2,036,000 shares $2,036
Additional paid-in capital 3,564
Deficit accumulated during development stage -528
------
TOTAL STOCKHOLDER'S EQUITY $5,072
------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $5,072
======
</TABLE>
See accompanying notes to financial statements & audit report
-2-
<PAGE> 13
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
July 23, 1998, (Inception) to September 11, 1998
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
<S> <C>
INCOME:
Revenue $ 0
--------
EXPENSES:
General, Selling
and Administrative $ 500
Amortization of
organization costs 28
--------
TOTAL EXPENSES $ 528
--------
NET LOSS $ -528
========
Net Loss
Per Share $ -.0003
========
Weighted average
number of common
shares outstanding 2,000,720
=========
</TABLE>
See accompanying notes to financial statements & audit report
-3-
<PAGE> 14
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
Deficit
accumulated
Common Stock Additional during
----------------- paid-in development
Shares Amount capital stage
--------- ------ -------- ------------
<S> <C> <C> <C> <C>
July 23, 1998
issued for cash 2,000,000 $2,000 $ 0 $ 0
September 11, 1998
issued for cash 36,000 36 3,564
Net loss, July 23,
1998 (inception) to
September 11, 1998 -528
--------- ------ -------- -------------
Balance,
September 11, 1998 2,036,000 $2,036 $ 3,564 $ -528
========= ====== ======== =============
</TABLE>
See accompanying notes to financial statements & audit report
-4-
<PAGE> 15
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
July 23, 1998, (Inception) to September 11, 1998
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C>
Cash Flows from
Operating Activities:
Net loss $ -528
Amortization + 28
Cash Flows from
Investing Activities:
Organization Costs -850
Cash Flows from
Financing Activities:
Issuance of common stock for cash +5,600
--------
Net increase in cash $ +4,250
Cash,
beginning of period 0
--------
Cash,
end of period $ 4,250
========
</TABLE>
See accompanying notes to financial statements & audit report
-5-
<PAGE> 16
VAN AMERICAN CAPITAL, LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
September 11, 1998
Revised
A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization and Nature of Operations
The Company was organized July 23, 1998, under the laws of the State of Nevada,
as Van American Capital, Ltd. The Company was formed to design, market, and
produce a board game product and, in accordance with SFAS # 7, is considered a
development stage company.
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
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest bearing bank account
that currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with a maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of September 11, 1998.
Goodwill and Other Intangibles
Intangible assets are recorded at cost and amortized on a straight-line basis
over five years. Amortization expense for the period July 23, 1998 (inception)
to September 11, 1998 is $28.
Revenue Recognition
Revenue is recognized when the Company receives a signed purchase order from a
customer for its product, and ships its product with an invoice to a customer.
There was no revenue for the period July 23, 1998 (inception) to September 11,
1998.
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109),
"Accounting for Income Taxes." A deferred Tax asset or liability is recorded
for all temporary differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
<PAGE> 17
VAN AMERICAN CAPITAL, LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
September 11, 1998
Revised
A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued:
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS No. 128) "Earnings Per Share", Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would have resulted if dilutive
common stock equivalents had been converted to common stock. As of September 11,
1998, the Company had no dilutive common stock equivalents such as stock
options.
B. INCOME TAXES:
There is no provision for income taxes for the period ended September 11, 1998
due to the net loss and no state income tax in the state of the Company's
domicile and operations, Nevada. The Company's total deferred tax asset as of
September 11, 1998 is as follows:
Net operating loss carryforward $528
Valuation allowance -$528
-----
Net deferred tax asset -0-
The federal net operating loss carryforward will expire in 2018.
C. COMMITMENTS:
The Company's principal office facilities and equipment are provided by a
Director of the Company at no cost.
D. STOCKHOLDERS' EQUITY:
From July 23, 1998 through September 11, 1998 the Company sold 2,000,000 shares
of its common stock to its board members, and sold 36,000 shares of common stock
pursuant to a public offering that was exempt from federal registration pursuant
to Regulation D, Rule 504 of the Securities Act of 1933 as amended.
<PAGE> 18
VAN AMERICAN CAPITAL, LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
September 11, 1998
Revised
E. 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. The ability of the Company to continue as a going concern is dependent
upon its ability in its endeavors to seek additional sources of capital, and in
attaining future profitable operations. The accompanying financial statements do
not include any adjustments that might be necessary should the Company be unable
to continue as a going concern.
F. RELATED PARTY TRANSACTIONS
In 1998, the Company authorized the sale and issuance of 1,000,000 shares of its
common stock at a par value of $.001, to each of the officers and directors of
the Company for a total of 2,000,000 shares.
G. SUBSEQUENT EVENTS
On December 28, 1998, the Board of Directors authorized a forward stock split of
10 to 1 resulting in a total of 22,715,000 shares of common stock issued and
outstanding.
<PAGE> 19
VAN AMERICAN CAPITAL, LTD.
(a development stage company)
BALANCE SHEET
As of December 31, 1998
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
CASH 2,967.16
---------
TOTAL CURRENT ASSETS 2,967.16
FIXED ASSETS
---------
NET FIXED ASSETS 0.00
OTHER ASSETS
ORGANIZATION COSTS 850.00
LESS AMORTIZATION -28.00
---------
TOTAL OTHER ASSETS 822.00
---------
TOTAL ASSETS 3,789.16
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
---------
TOTAL CURRENT LIABILITIES 0.00
LONG TERM LIABILITIES
---------
TOTAL LONG TERM LIABILITIES 0.00
---------
TOTAL LIABILITIES 0.00
STOCKHOLDERS' EQUITY
COMMON STOCK - $.001 par value 22,715.00
50,000,000 shares authorized, 22,715,000 issued
and outstanding
ADDITIONAL PAID IN CAPITAL -14,215.00
BEGINNING RETAINED EARNINGS 0.00
NET LOSS -4,710.84
---------
ENDING RETAINED DEFICIT -4,710.84
---------
TOTAL STOCKHOLDERS' EQUITY 3,789.16
---------
TOTAL LIAB & STOCKHOLDERS' EQUITY 3,789.16
=========
</TABLE>
<PAGE> 20
VAN AMERICAN CAPITAL, LTD.
STATEMENT OF OPERATIONS
(a development stage company)
For The Period July 23, 1998 (Inception) through December 31, 1998
<TABLE>
<S> <C>
REVENUE
----------
TOTAL REVENUE 0.00
DIRECT COSTS
----------
TOTAL COST OF GOODS SOLD 0.00
----------
GROSS PROFIT 0.00
OPERATING EXPENSES
AMORTIZATION 28.00
GENERAL, SELLING & ADMINISTRATIVE 909.84
LICENSES AND FEES 3,773.00
----------
TOTAL OPERATING EXPENSES 4,710.84
----------
LOSS FROM OPERATIONS -4,710.84
OTHER INCOME & EXPENSE
----------
TOTAL OTHER INCOME & EXPENSE 0.00
----------
LOSS BEFORE TAXES -4,710.84
----------
NET LOSS -4,710.84
==========
NET LOSS PER SHARE 0.0002
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 22,260,700
</TABLE>
<PAGE> 21
VAN AMERICAN CAPITAL, LTD.
(a development stage company)
July 23, 1998 (Inception) to December 28, 1998
Statement of Cash Flows
<TABLE>
<S> <C>
Cash flows from operating activities: $
Net Loss -4,711
Amortization 28
Cash flows from financing activities:
Organization Costs -850
Sale of common stock for cash 8,500
Net change in cash 2,967
Cash beginning of period 0
Cash end of period 2,967
</TABLE>
<PAGE> 22
VAN AMERICAN CAPITAL, LTD.
(a development stage company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Common Common Additional
Stock Stock paid-in Accumulated
Shares $ capital Deficit
---------- ----- ----------- -----------
<S> <C> <C> <C> <C>
July 23, 1998 - issued 2,000,000 2,000 0
for cash
September 11, 1998 - issued 36,000 36 3,564
for cash
December 24, 1998 - issued 29,000 29 2,871
for cash
Subtotal 2,065,000 2,065 6,435
Dec 28, 1998 - Forward stock 20,650,000 20,650 -20,650
split eleven for one
Balance at Dec 31, 1998 22,715,000 22,715 -14,215 -4,711
</TABLE>
<PAGE> 23
VAN AMERICAN CAPITAL, LTD.
(a development stage company)
As of December 31,1998
NOTES TO FINANCIAL STATEMENTS
1. MANAGEMENT'S OPINION
In the opinion of management, the accompanying financial statements contain all
adjustments necessary to present fairly the financial position of the company as
of December 31, 1998, and the results of operations for the period July 23, 1998
(inception) through December 31, 1998, and changes in cash for the period July
23, 1998 (inception) through December 31, 1998.
2. INTERIM REPORTING
The results of operations for the period July 23, 1998 (inception) through
December 31, 1998 are not necessarily indicative of the results to be expected
for the remainder of the year.
3. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization and Nature of Operations
The Company was organized July 23, 1998, under the laws of the State of Nevada,
as Van American Capital, Ltd. The Company was formed to design, market, and
produce a board game product and, in accordance with SFAS #7, is considered a
development stage company.
Basis of Accounting
The Company's policy is to use the accrual method of accounting and to prepare
and present financial statements which conform to generally accepted accounting
principles. 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 reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Cash and equivalents
For purpose of the statements of cash flows, all highly liquid investments with
a maturity of three months or less are considered to be cash equivalents. There
were no cash equivalents as of December 31, 1998.
<PAGE> 24
Goodwill and Other Intangibles
Intangible assets are recorded at cost and amortized on a straight-line basis
over five years. Amortization expense for the period July 23, 1998 (inception)
to December 31, 1998 is $28.
Revenue Recognition
Revenue is recognized when the Company receives a signed purchase order from a
customer for its product, and ships its product with an invoice to a customer.
There was no revenue for the period July 23, 1998 (inception) to December 31,
1998.
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109),
"Accounting for Income Taxes." A deferred tax asset or liability is recorded for
all temporary differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
Net Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS No. 128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would have resulted if dilutive
common stock equivalents had been converted to common stock. As of December 31,
1998, the Company had no dilutive common stock equivalents such as stock
options.
4. INCOME TAXES
There is no provision for income taxes for the period ended December 31, 1998
due to the net loss and no state income tax in the state of the Company's
domicile and operations, Nevada.
5. COMMITMENTS AND CONTINGENCIES
The Company's principal office facilities and equipment are provided by a
Director of the Company at no cost.
<PAGE> 25
6. RELATED PARTY TRANSACTIONS
In 1998, the Company authorized the sale and issuance of 1,000,000 shares of its
common stock at a par value of $.001, to each of the officers and directors of
the Company for a total of 2,000,000 shares.
7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
Plan of Operation
The Company's current cash is sufficient in management's opinion for the next
twelve months as it currently has no direct or indirect operating expenses.
During the next twelve months, the Company plans to raise additional funds
necessary to manufacture and market its product. Management has not yet
determined what source or sources will provide additional funds for the Company.
There are no current plans for additional product research and development.
There are no current plans to purchase or sell any significant amount of fixed
assets. There are no current plans to increase the number of employees.
Results of Operations
There were no revenues from sales for the period ended December 31, 1998. The
Company sustained a net loss of $4183 for the period ended December 31, 1998.
Losses were primarily attributable to expenditures for the start-up of the
corporation.
Liquidity and Capital Resources
As of December 31, 1998, the Company had $2967 cash on hand and in the bank. The
primary costs and operating expenses for the period ended December 31, 1998
were: licenses and fees $3773 and other operating expenses $937.
Currently, the Company maintains a sufficient positive cash balance for
production and working capital. The substantial losses through December 1998
were due to start-up fees and product development expenses. Subsequent
additional sales of the Company's equity securities have allowed the Company to
continue development and increase marketing efforts.
<PAGE> 1
EXHIBIT 3.(i)
SECRETARY OF STATE
[THE GREAT SEAL OF THE STATE OF NEVADA]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that VAN AMERICAN CAPITAL LTD. did on July 23, 1998 file in this
office the original Articles of Incorporation; that said Articles are now on
file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office,
in Carson City, Nevada, on July 24, 1998.
/s/ DEAN HELLER
-------------------------------------
Secretary of State
By /s/ KELLY R. DAVENPORT
-------------------------------------
Certification Clerk
[THE GREAT SEAL OF THE STATE OF NEVADA]
<PAGE> 2
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 23 1998
NO. C17463-98
Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
VAN AMERICAN CAPITAL LTD.
a Nevada Corporation
FIRST. The name of the corporation is:
VAN AMERICAN CAPITAL LTD.
SECOND. The resident agent for this corporation shall be:
SAGE INTERNATIONAL INC.
The address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 1135 Terminal Way, Suite 209,
Reno, Nevada 89502, located in Washoe County, State of Nevada. This corporation
may maintain an office, or offices, in such other place within or without the
State of Nevada as may be from time to time designated by the Board of
Directors, or by the By-Laws of said corporation, and that this corporation may
conduct all corporation business of every kind and nature, including the
holding of all meetings of Directors and Stockholders, outside the State of
Nevada as well as within the State of Nevada.
THIRD. The objects for which this corporation is formed are as follows:
to engage in any lawful activity.
FOURTH. That the total number of voting common stock authorized that may
be issued by the corporation is FIFTY MILLION (50,000,000) shares of stock with
(0.001) PAR VALUE, and no other class of stock shall be authorized. Said shares
may be issued by the corporation from time to time for such considerations as
may be fixed from time to time by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of this corporation,
providing that the number of directors shall not be reduced to less than one
(1). The name and post office address of the first Board of Directors shall be
one (1) in number and listed as follows:
<TABLE>
<CAPTION>
NAME POST OFFICE ADDRESS
---- -------------------
<S> <C>
CHERI S. HILL 1135 TERMINAL WAY, SUITE 209
RENO, NEVADA 89502
</TABLE>
1 of 3 pages.
<PAGE> 3
SIXTH. After the amount of the subscription price, the purchase price,
of the par value of the stock of any class or series is paid into the
corporation, owners or holders of shares of any stock in the corporation may
never be assessed to pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
<TABLE>
<CAPTION>
NAME POST OFFICE ADDRESS
---- -------------------
<S> <C>
CHERI S. HILL 1135 TERMINAL WAY, SUITE 209
RENO, NEVADA 89502
</TABLE>
EIGHTH. The corporation is to have a perpetual existence.
NINTH. No director or officer of the corporation shall be personally
liable to the corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer or for any act or omission of any such
director or officer; however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of this
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
TENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
ELEVENTH. This corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
2 of 3 pages.
<PAGE> 4
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying the facts herein stated are true, and accordingly have
hereunto set my hand JULY 22, 1998.
/s/ CHERI S. HILL
- ------------------------------
CHERI S. HILL, Incorporator
STATE OF NEVADA
COUNTY OF WASHOE
On JULY 22, 1998, before me, the undersigned, a Notary Public in and for said
County and State, personally appeared CHERI S. HILL, personally known to me to
be the person whose name is subscribed to the foregoing document and
acknowledged to me that she executed the same.
/s/ V.R. SWEET V.R. Sweet
- ------------------------------ (SEAL) Notary Public--State of Nevada
Notary Public Appointment Recorded in Washoe County
No. 93-4205-2 Expires Aug. 1, 2001
CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT BY RESIDENT AGENT
SAGE INTERNATIONAL, INC., hereby accepts appointment as Resident Agent of VAN
AMERICAN CAPITAL LTD. in accordance with NRS 78.090.
SAGE INTERNATIONAL, INC.
By: /s/ CHERI S. HILL Date: JULY 22, 1998.
------------------------------
CHERI S. HILL, Senior V.P.
3 of 3 pages.
<PAGE> 1
EXHIBIT 3.(ii)
BY-LAWS
OF
VAN AMERICAN CAPITAL LTD.
-----------------------------------
A NEVADA CORPORATION
ARTICLE ONE
OFFICES
Section 1.1. Registered Office - The registered office of this
corporation shall be in the County of WASHOE, State of Nevada.
Section 1.2. Other Offices - The corporation may also have offices at
such other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the corporation
may require.
ARTICLE TWO
MEETINGS OF STOCKHOLDERS
Section 2.1. Place - All annual meetings of the stockholders shall be
held at the registered office of the corporation or at such other place within
or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting, or
in a duly executed waiver of notice thereof.
Section 2.2. Annual Meetings - Annual meetings of the stockholders,
commencing with the year 1998, shall be held on the last day of January each
year if not a legal holiday and, if a legal holiday, then on the next secular
day following, or at such other time as may be set by the Board of Directors
from time to time, at which the stockholders shall elect by a vote a Board of
Directors and transact such other business as may properly be brought before
the meeting.
Section 2.3. Special Meetings - Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary by
resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting.
Section 2.4. Notices of Meetings - Notices of meetings shall be in
writing and signed by the President or a Vice-President or the Secretary or an
Assistant Secretary or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which the
meeting is called and the time and the place, which may be within or without
this State, where it is to be held. A copy of such notice shall be either
delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten nor
more than sixty days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the corporation
and upon such mailing of any such notice, the service thereof shall be complete
and the time of the notice shall being to run from the date upon which such
notice is deposited in the mail for transmission to such stockholder. Personal
delivery of any such notice to any officer of a corporation or
<PAGE> 2
association or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. In the event of the
transfer of stock after delivery of such notice of and prior to the holding of
the meeting it shall not be necessary to deliver or mail notice of the meeting
to the transferee.
Section 2.5. Purpose of Meetings - Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.6. Quorum - The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 2.7. Voting - When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall be sufficient to elect
directors or to decide any questions brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Articles of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
Section 2.8. Share Voting - Each stockholder of record of the
corporation shall be entitled at each meeting of stockholders to one vote for
each share of stock standing in his name on the books of the corporation. Upon
the demand of any stockholder, the vote for directors and the vote upon any
question before the meeting shall be by ballot.
Section 2.9. Proxy - At any meeting of the stockholders any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy
or power of attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary of the meeting
when required by the inspectors of election. All questions regarding the
qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided by the inspectors of election who shall be
appointed by the Board of Directors, or if not so appointed, then by the
presiding officer of the meeting.
Section 2.10 Written Consent in Lieu of Meeting - Any action which may
be taken by the vote of the stockholders at a meeting may be taken without a
meeting if authorized by the written consent of stockholders holding at least a
majority of the voting power, unless the provisions of the statutes or of the
Articles of Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written consents
shall be required.
<PAGE> 3
ARTICLE THREE
DIRECTORS
Section 3.1. POWERS - The business of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these Bylaws directed or required to be exercised or
done by the stockholders.
Section 3.2. NUMBER OF DIRECTORS - The number of directors which shall
constitute the whole board shall be two (2). The number of directors may from
time to time be increased or decreased to not less than one nor more than
fifteen by action of the Board of Directors. The directors shall be elected at
the annual meeting of the stockholders and except as provided in Section 2 of
this Article, each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 3.3. VACANCIES - Vacancies in the Board of Directors including
those caused by an increase in the number of directors, may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual or a special meeting of the stockholders. The
holders of a two-thirds of the outstanding shares of stock entitled to vote may
at any time peremptorily terminate the term of office of all or any of the
directors by vote at a meeting called for such purpose or by a written
statement filed with the secretary or, in his absence, with any other officer.
Such removal shall be effective immediately, even if successors are not elected
simultaneously and the vacancies on the Board of Directors resulting therefrom
shall be filled only by the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to exist
in case of death, resignation or removal of any directors, or if the authorized
number of directors be increased, or if the stockholders fail at any annual or
special meeting of stockholders at which any director or directors are elected
to elect the full authorized number of directors to be voted for at the meeting.
The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
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.
<PAGE> 4
ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1. Place - Regular meetings of the Board of Directors shall be
held at any place within or without the State which has been designated from
time to time by resolution of the Board or by written consent of all members of
the Board. In the absence of such designation regular meetings shall be held at
the registered office of the corporation. Special meetings of the Board may be
held either at a place so designated or at the registered office.
Section 4.2. First Meeting - The first meeting of each newly elected
Board of Directors shall be held immediately following the adjournment of the
meeting of stockholders and at the place thereof. No notice of such meeting
shall be necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event such meeting is not so held, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.
Section 4.3. Regular Meetings - Regular meetings of the Board of
Directors may be held without call or notice at such time and at such place as
shall from time to time be fixed and determined by the Board of Directors.
Section 4.4. Special Meetings - Special Meetings of the Board of
Directors may be called by the Chairman or the President or by any
Vice-President or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records or if not readily ascertainable, at the
place in which the meetings of the directors are regularly held. In case such
notice is mailed or telegraphed, it shall be deposited in the United States
mail or delivered to the telegraph company at least forty-eight (48) hours prior
to the time of the holding of the meeting. In case such notice is delivered as
above provided, it shall be so delivered at least twenty-four (24) hours prior
to the time of the holding of the meeting. Such mailing, telegraphing or
delivery as above provided shall be due, legal and personal notice to such
director.
Section 4.5. Notice - Notice of the time and place of holding an
adjourned meeting need not be given to the absent directors if the time and
place be fixed at the meeting adjourned.
Section 4.6. Waiver - The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Section 4.7. Quorum - a majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors, unless a
greater number be required by law or by the Articles
<PAGE> 5
of Incorporation. Any action of a majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the other
members of the Board shall be as valid and effective in all respects as if
passed by the Board in regular meeting.
Section 4.8. Adjournment - A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
ARTICLE FIVE
COMMITTEES OF DIRECTORS
Section 5.1. Power to Designate - The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate one or more
committees of the Board of Directors, each committee to consist of one or more
of the directors of the corporation which, to the extent provided in the
resolution, shall have and may exercise the power of the Board of Directors in
the management of the business and affairs of the corporation and may have power
to authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.
Section 5.2. Regular Minutes - The committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors.
Section 5.3. Written Consent - Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.
ARTICLE SIX
COMPENSATION OF DIRECTORS
Section 6.1. Compensation - The directors may be paid their expenses
of attendance at each meeting of the Board of Directors and may be paid a fixed
sum for 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. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
<PAGE> 6
ARTICLE SEVEN
NOTICES
Section 7.1. Notice - Notices to directors and stockholders shall be
in writing and delivered personally or mailed to the directors or stockholders
at their addresses appearing on the books of the corporation. Notice by mail
shall be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 7.2. Consent - Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by a writing on
the records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
Section 7.3. Waiver of Notice - Whenever any notice whatever is
required to be given under the provisions of the statutes, of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE EIGHT
OFFICERS
Section 8.1. Appointment of Officers - The officers of the
corporation shall be chosen by the Board of Directors and shall be a President,
a Secretary and a Treasurer. Any person may hold two or more offices.
Section 8.2. Time of Appointment - The Board of Directors at its
first meeting after each annual meeting of stockholders shall choose a Chairman
of the Board who shall be a director, and shall choose a President, a Secretary
and a Treasurer, none of whom need be directors.
Section 8.3. Additional Officers - The Board of Directors may appoint
a Vice-Chairman of the Board, Vice-Presidents and one or more Assistant
Secretaries and Assistant Treasurers and such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
Section 8.4. Salaries - The salaries and compensation of all officers
of the corporation shall be fixed by the Board of Directors.
Section 8.5. Vacancies - The officers of the corporation shall hold
office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of
<PAGE> 7
Directors may be removed at any time by the Board of Directors. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 8.6. Chairman of the Board - The Chairman of the Board shall
preside at meetings of the stockholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.
Section 8.7. Vice-Chairman - The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.
Section 8.8. President - The President shall be the chief executive
officer of the corporation and shall have active management of the business of
the corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer
or agent of the corporation.
Section 8.9. Vice-President - The Vice-President shall act under the
direction of the President and in the absence or disability of the President
shall perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board of Directors may
designate one or more Executive Vice-Presidents or may otherwise specify the
order of seniority of the Vice-Presidents. The duties and powers of the
President shall descend to the Vice-Presidents in such specified order of
seniority.
Section 8.10. Secretary - The Secretary shall act under the direction of
the President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the President or
the Board of Directors.
Section 8.11. Assistant Secretaries - The Assistant Secretaries shall act
under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
Section 8.12. Treasurer - The Treasurer shall act under the direction of
the President. Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
<PAGE> 8
Section 8.13. Surety -- If required by the Board of Directors, he shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.
Section 8.14. Assistant Treasurer -- The Assistant Treasurer in the
order of their seniority, unless otherwise determined by the President or the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer. They shall perform
such other duties and have such other powers as the President or the Board of
Directors may from time to time prescribe.
ARTICLE NINE
CERTIFICATES OF STOCK
Section 9.1. Share Certificates -- Every stockholder shall be entitled
to have a certificate signed by the President or a Vice-President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation, certifying the number of shares owned by him in the
corporation. If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the designation,
preferences and relative, participating, optional or other special rights of
the various classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights, shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such stock.
Section 9.2. Transfer Agents -- If a certificate is signed (a) by a
transfer agent other than the corporation or its employees or (b) by a
registrar other than the corporation or its employees, the signatures of the
officers of the corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
cease to be such officer before such certificate is issued, such certificate
may be issued with the same effect as though the person had not ceased to be
such officer. The seal of the corporation, or a facsimile thereof, may, but need
not be, affixed to certificates of stock.
Section 9.3. Lost or Stolen Certificates -- The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or destroyed.
Section 9.4. Share Transfers -- Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
<PAGE> 9
Section 9.5. Voting Shareholder - The Board of Directors may fix in
advance a date not exceeding sixty (60) days nor less than ten (10) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for any purpose,
as a record date for the determination of the stockholders entitled to notice
of and to vote at any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to give such consent, and in such
case, such stockholders, and only such stockholders as shall be stockholder of
record on the date so fixed, shall be entitled to notice of and to vote at such
meeting, or any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation that after any such record date fixed as aforesaid.
Section 9.6. Shareholders Record - The corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and dividends, and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as other wise provided by
the laws of Nevada.
ARTICLE TEN
GENERAL PROVISIONS
Section 10.1. Dividends - Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of the capital stock, subject to the provisions of the Articles of
Incorporation.
Section 10.2. Reserves - Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends or for repairing or maintaining any property of the corporation or
for such other purpose as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
Section 10.3. Checks - All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 10.4. Fiscal Year - The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
Section 10.5. Corporate Seal - The corporation may or may not have a
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the Corporation and the words "Corporate Seals" and
"Nevada". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
<PAGE> 10
ARTICLE ELEVEN
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible
under the General Corporation Law of the State of Nevada from time to time
against all expenses, liability and loss (including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law or otherwise, as well as their rights under this
Article.
The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out
of such status, whether or not the corporation would have the power to
indemnify such person.
The Board of Directors may from time to time adopt further Bylaws with
respect to indemnification and may amend these and such Bylaws to provide at
all times the fullest indemnification permitted by the General Corporation Law
of the State of Nevada.
<PAGE> 11
ARTICLE TWELVE
AMENDMENTS
Section 12.1. By Shareholder - The Bylaws may be amended by a
majority vote of all the stock issued and outstanding and entitled to vote at
any annual or special meeting of the stockholders, provided notice of intention
to amend shall have been contained in the notice of the meeting.
Section 12.2. By Board of Directors - The Board of Directors by a
majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from
time to time specify particular provisions of the Bylaws which shall not be
amended by the Board of Directors.
APPROVED AND ADOPTED this 30th day of July , 1998.
------- ---------- --
/S/ JEANETTE HUNTLEY
----------------------------
Secretary - Jeanette Huntley
<PAGE> 12
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of Van American Capital and that
the foregoing Bylaws, consisting of 11 pages, constitute the code of Bylaws of
Van American Capital, as duly adopted at a regular meeting of the Board of
Directors of the corporation held July 30, 1998.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 30th day of
July, 1998.
/S/ JEANETTE HUNTLEY
----------------------------
Secretary - Jeanette Huntley
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR PERIOD ENDING SEPTEMBER 11, 1998, AND INTERIM FINANCIAL
STATEMENTS FOR PERIOD ENDING DECEMBER 31, 1998, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH VAN AMERICAN CAPITAL, LTD.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> OTHER OTHER
<FISCAL-YEAR-END> JUN-30-1999 JUN-30-1999
<PERIOD-START> JUL-23-1998 JUL-23-1998
<PERIOD-END> SEP-11-1998 DEC-31-1998
<CASH> 4,250 2,967
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 4,250 2,967
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 5,072 3,789
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 2,036 22,715
<OTHER-SE> 3,564 (14,215)
<TOTAL-LIABILITY-AND-EQUITY> 5,072 3,789
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 528 4,711
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (528) (4,711)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (528) (4,711)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (528) (4,711)
<EPS-PRIMARY> (.00) (.00)
<EPS-DILUTED> (.00) (.00)
</TABLE>
