SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-A2
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12 (G) OF THE SECURITIES EXCHANGE ACT OF 1934
ECKLAN CORPORATION
Texas 91-1906973
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point CA 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-9561
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Common Stock
11,626,200
April 15, 2000
The EXHIBIT INDEX is located at page 27 of this Registration Statement
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PART I
Item 1. Business: SB 101
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UNNUMBERED ITEM: INTRODUCTION
This registration statement was voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for submission for quotation on
the Over-the-Counter Bulletin Board, often called "OTCBB". This Registrant's
common stock is not presently quoted on the OTCBB or elsewhere and has never
traded in brokerage transactions. The requirements of the OTCBB are that the
financial statements and information about the Registrant be reported
periodically to the Commission and be and become information that the public can
access easily. This issuer wishes to report and provide disclosure voluntarily,
and will file periodic reports in the event that its obligation to file such
reports is suspended under the Exchange Act. If and when this 1934 Act
Registration is effective and clear of comments by the staff, this issuer will
be eligible for consideration for the OTCBB upon submission of one or more NASD
members for permission to publish quotes for the purchase and sale of the shares
of the common stock of the issuer.
This Registrant may be the subject of a "Reverse Acquisition". A reverse
acquisition is the acquisition of a private ("Target") company by a public
("Registrant") company, by which the private company's shareholders acquire
control of the public company. While no negotiations are in progress, and no
potential targets have been identified, the business plan of this Registrant is
to find such a target or targets, and attempt to acquire them for stock. While
no such arrangements or plans have been adopted or are presently under
consideration, it would be expected that a reverse acquisition of a target
company or business would be associated with some private placements and/or
limited offerings of common stock of this Registrant for cash. Such placements,
or offerings, if and when made or extended, would be made with disclosure and
reliance on the businesses and assets to be acquired, and not upon the present
condition of this Registrant.
THIS AMENDED FORM 10-SB-A2 is filed after the effectiveness of our 1934 Act
Registration, for the purpose of correcting typographical mistakes, and errors
in describing the number of shares issued, in Item 1, Part 1, and in Item 8,
Description of Securities.
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
(1) FORM AND YEAR OF ORGANIZATION. This Corporation ("the Registrant")
was duly incorporated in Texas on March 25, 1998, with the intention of
initiating a computer data base for sellers of small private businesses. The
primary strategy was to solicit, through all means at its disposal, computer
listings from sellers of private businesses and then to expose this data base to
as large a group of potential buyers as possible. Management proposed its
intention to disseminate its data base of listings of businesses and the
important features of its industry. It would also include income, expense and
profit figures which are representative, through computer networks, direct mail
and personal contact, principally to independent business brokers and lists of
opportunity seekers.
6,924,800 shares were issued to six Organizers, on March 25, 1998. These
were new investment shares, issued pursuant to Section 4(2) of the Securities
Act of 1933, and were, when issued, Restricted Securities, as defined in Rule
144(a).
On that date, the Registrant authorized a limited offering of 5,000,000
shares at $0.05. The offering closed June 25, 1998, 4,680,000 shares having been
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placed, to 22 sophisticated investors, pursuant to Regulation D, Rule 504, as
then promulgated by the Securities and Exchange Commission pursuant to its
authority under Section 3(b) of the Securities Act of 1933. Shares issued
pursuant to this Rule were not Restricted Securities as defined by Rule 144(a)
when issued.
On July 8, 1998 we issued 5,200 shares to 26 sophisticated investors,
pursuant to Regulation D, Rule 504, as then promulgated by the Securities and
Exchange Commission pursuant to its authority under Section 3(b) of the
Securities Act of 1933. Shares issued pursuant to this Rule were not Restricted
Securities as defined by Rule 144(a) when issued.
On February 11, 1999, we issued 6,200 shares to a single unrelated
sophisticated corporate investor, Vegas Publications, Inc, originally pursuant
to Regulation D, Rule 504, as then promulgated by the Securities and Exchange
Commission pursuant to its authority under Section 3(b) of the Securities Act of
1933. We have since determined that these 6,200 shares are now Restricted
Securities, having been re-issued on April 5, 1999, pursuant to section 4(2) of
the 1933 Act.
On February 1, 2000, we issued 10,000 shares, 5,000 each to our two
officers.
The following table summarizes the total common stock issued and
outstanding, of 11,626,200 shares. It corrects the 1,000 share discrepancy, it
provides a further analysis and breakdown, and reflects the recent issuance to
our Officers.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Series Issuances/Exemptions from 1933 Act Restricted Unrestricted
Shares Shares
1 Founders shares, at par value, for organizational
costs to six founders [Sec. 4(2)] restricted 5,994,800 930,000
2 Sophisticated investors (Rule 504) 4,680,000
3 Sophisticated investors (Rule 504) 5,200
4 Sophisticated investor Section 4(2) restricted: re-
transferred to 31 of its subscribers 6,200
5 Issuance to Officers February 1, 2000 4(2) 10,000
SubTotals 6,011,000 5,615,200
1-5 Total Common Stock Issued and Outstanding 11,626,200
========== ==============================================================================
</TABLE>
Throughout the fall of 1998, Mr. Sifford continued, making a survey of
available and proposed competitive Internet financial services and accessible
information. By mid winter of 1998, the Company's resources were exhausted, and
management's decision was necessary o seek an additional offering. By summer of
1999 had become clear that Internet access to a wide range of information was
increasingly available, that large and successful promotions of Internet
services were then available and coming on-line, and that a further offering to
raise funds for such an ambitious project could not be justified in good
conscience, in view of increasing competitive factors. Accordingly, the Company
abandoned its original business plan.
This Registrant was not a "Blank Check Company", commonly called a "Blind
Pool", as referred to in either Rule 419 or Rule 504, at any time its founders
or others were offered, purchased or acquired the outstanding securities of this
Registrant. After abandoning its business plan, it became a company whose
business plan was to find a profitable business combination. As a practical
matter, the Registrant is required to register its common stock pursuant to
Section 12(g) of the 1934 Act, and to pursue acceptance for quotation on the
OTCBB if it is to have any chance to compete with other issuers or registrants,
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for business combinations by reverse acquisition. Substantially all of its
non-affiliate owned shares have become or were from issuance free of restriction
in conformity with Rule 144, and might be resold in brokerage transactions, in
compliance with that Rule, if and when the common stock of this Registrant might
become qualified for quotation and trading on the OTCBB. There are no lock-up or
shareholder pooling agreements between or among shareholders of this Registrant.
All shares are owned and controlled independently by the persons to whom they
are issued. This Registrant has no Internet address.
(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.
(B) BUSINESS OF THE REGISTRANT. This Company has no current business. Its
business plan is to seek one or more profitable business combinations or
acquisitions to secure profitability for shareholders. It has no day to day
operations at the present time. Its officers and directors devote only
insubstantial time and attention to the affairs of this issuer at the present
time, for the reason that only such attention is presently required. Management
has adopted a conservative and patient policy of seeking opportunities of
exceptional quality, in management's view, and to accept that it may have to
wait longer, as a result, before consummating any transactions to create
profitability for its shareholders. Management recognizes that the higher the
standards it imposes upon itself, the greater may be its competitive
disadvantage with other more attractive companies acquiring interests or
entities.
LIMITED SCOPE AND NUMBER OF POSSIBLE ACQUISITIONS: The Company does not
intend to restrict its consideration to any particular business or industry
segment, and the Company may consider, among others, finance, brokerage,
insurance, transportation, communications, research and development, service,
natural resources, manufacturing or high-technology. Of course, because of the
Company's limited resources, the scope and number of suitable candidate business
ventures available will be limited accordingly, and most likely the Company will
not be able to participate in more than a single business venture. Accordingly,
it is anticipated that the Company will not be able to diversify, but may be
limited to one merger or acquisition because of limited financing. This lack of
diversification will not permit the Company to offset potential losses from one
business opportunity against profits from another. To a large extent, a decision
to participate in a specific business opportunity may be made upon management's
analysis of the quality of the other firm's management and personnel, the
anticipated acceptability of new products or marketing concepts, the merit of
technological changes and numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective criteria. In
many instances, it is anticipated that the historical operations of a specific
firm may not necessarily be indicative of the potential for the future because
of the necessity to substantially shift a marketing approach, expand operations,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the management of a business
opportunity to identify such problems and to implement, or be primarily
responsible for the implementation of, required changes. Because the Company may
participate in a business opportunity with a newly organized firm or with a firm
which is entering a new phase of growth, it should be emphasized that the
Company may incur further risk due to the failure of the target's management to
have proven its abilities or effectiveness, or the failure to establish a market
for the target's products or services, or the failure to prove or predict
profitability.
PROBABLE INDUSTRY SEGMENTS FOR ACQUISITION. While the Company does not
intend to rule out its consideration to any particular business or industry
segment, Management has determined to focus its principal interest in evaluating
development stage companies in the electronic commerce, high-technology,
communication technologies, information services and internet industry segments.
It is nevertheless possible that an outstanding opportunity may develop in other
industry segments, such as finance, brokerage, insurance, transportation,
communications, research and development, service, natural resources,
manufacturing or other high-technology areas.
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REPORTING UNDER THE 1934 ACT. Following the effectiveness of this 1934 Act
Registration of the common stock of this Registrant, certain periodic reporting
requirements will be applicable. First and foremost, a 1934 Registrant is
required to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end of its fiscal year. The key element of such annual filing is Audited
Financial Statements prepared in accordance with standards established by the
Commission. A 1934 Act Registrant also reports on the share ownership of
affiliates and 5% owners, initially, currently and annually. In addition to the
annual reporting, a Registrant is required to file quarterly reports on Form
10-Q or 10-QSB, containing audited or un-audited financial statements, and
reporting other material events. Some events are deemed material enough to
require the filing of a Current Report on Form 8-K. Any events may be reported
currently, but some events, like changes or disagreements with auditors,
resignation of directors, major acquisitions and other changes require
aggressive current reporting. All reports are filed and become public
information. The practical effects of the foregoing requirements on the criteria
for selection of a target company are two-fold: first, the target must have
audited or auditable financial statements, and the target must complete an audit
for filing promptly upon the consummation of any acquisition; and, second, that
the target management must be ready, willing and able to carry forth those
reporting requirements or face de-listing from the OTCBB, if listed, and
delinquency and possible liability for failure to report.
TRANSACTIONS WITH MANAGEMENT. There is no present or foreseeable potential
that this Registrant will acquire a target business or company in which its
present management or principal shareholder, or affiliates, have an ownership
interest. Consideration has been given to corporate policy in this regard, and
it has been determined not to permit any transaction in other than an arm's
length acquisition of business assets owned and controlled by unrelated third
party interests. The basis for this policy is two fold: first, that related
party transactions are unnecessary in the judgment of management and involve
risks not necessary to invite; and second that related party transactions do not
offer the potential profitability for shareholders, that management believes
exists presently in the market place for public issuers amenable to reverse
merger transactions.
FINDERS FEE FOR MANAGEMENT. No finder's fees will be payable to Management
in connection with any forseeable reverse acquisition. Management is identified
with the principal shareholder. The Principal Shareholder's remaining share
ownership following any reverse acquisition, and the Principal Shareholder might
be expected to sell its controlling interest for consideration from the
acquiring shareholders of the acquisition target. Depending on the quality of
the target company, the principal shareholder may sell all, some or none of the
control block, as matters for arm's length deal-making, when it comes to that
stage. Additionally, the Principal Shareholder is the Principal Consultant and
provides, has provided and may provide corporate services to the Registrant,
billable hourly in an established and customary manner. No finders fees,
commissions or other bonuses to Management, Principal Shareholder, or
affiliates, for securing or in connection with any acquisition, will be paid or
payable, as a matter of both current economic conditions and corporate policy.
Management has determined that in its view of the current market for such
transactions, such fees or bonuses are not justifiable.
LOAN FINANCING NOT ANTICIPATED. There are no foreseeable circumstances
under which loan financing will be sought or needed during Registrant's present
development stage.
DEPENDENCE ON MANAGEMENT. This Company is required to rely on Management's
skill, experience and judgement, both in regard to extreme selectivity, and in
any final decision to pursue any particular business venture, as well as the
form of any business combination, should agreement be reached at some point to
acquire or combine. Please see Item 2 of this Part, Managements Discussion and
Analysis or Plan of Operation, and also Item 7 of this Part, Certain
Relationships and Related Transactions.
(1) PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS. None.
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(2) DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES. None.
(3) STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE. None.
(4) COMPETITIVE BUSINESS CONDITIONS AND THE SMALL BUSINESS ISSUER'S
COMPETITIVE POSITION IN THE INDUSTRY. Other better capitalized firms are engaged
in the search for acquisitions or business combinations which firms may be able
to offer more and may be more attractive to acquisition candidates. This
Registrant became a candidate for reverse acquisition transactions only this
past May. Management, in evaluating market conditions and unsolicited proposals,
has formed the estimate that the selection of a business combination is probable
within the next twelve to eighteen months. There is no compelling reason why
this Registrant should be preferred over other reverse-acquisition public
corporation candidates. It has no significant pool of cash can offer no capital
formation incentive for its selection. It has a limited shareholder base
insufficient for acquisition target wishing to proceed for application to
NASDAQ. In comparison to other "public shell companies" this Registrant is
unimpressive, in the judgement of management, and totally lacking in unique
features which would make it more attractive or competitive than other "public
shell companies". While management believes that the competition of other
"public shell companies" is intense and growing, it has no basis on which to
quantify its impression. Please See the Item 2 of this part, Management
Discussion and Analysis, for more information and disclosure.
This Registrant is not actively engaged in its intended search to find a
business partner, and its management has resolved to allow such time as may be
required to find an opportunity of superior value and potential. Notwithstanding
the confidence of management in its knowledge, skill and that of its consultants
and principal shareholder, there can be no assurance that this issuer will prove
competitively attractive to the kinds of transactions it seeks. As a practical
matter, the search cannot begin until this Registrant has qualified its common
stock for trading on the OTCBB. Please see Management's Discussion and Analysis,
Item 2 of this part, for an expanded discussion of these and related subjects of
disclosure.
(5) SOURCES OF AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF
PRINCIPAL SUPPLIERS. Not Applicable
(6) DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS. Not Applicable
(7) PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY
AGREEMENTS OR LABOR CONTRACTS. None.
(8) NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND STATUS. Not Applicable
(9) EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE
BUSINESS. Not Applicable. However, this issuer would expect to maintain its
corporate status with the State of its incorporation, and would file its tax
returns and reports required to be filed with the Commission. This issuer wishes
to report and provide disclosure voluntarily, and will file periodic reports in
the event that its obligation to file such reports is suspended under the
Exchange Act. If and when this 1934 Act Registration is effective and clear of
comments by the staff, this issuer will be eligible for consideration for the
OTCBB upon submission of one or more NASD members for permission to publish
quotes for the purchase and sale of the shares of the common stock of the
issuer. In connection with such submission and any continuation on the OTCBB,
this Registrant would expect to comply with NASD regulations, to the extent that
any such regulations are applicable to the conduct of the Registrant's affairs.
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(10) ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO YEARS. None.
(11) COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS. Not
Applicable
(12) NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. None. The
Registrant has two Officers not classified as employees.
(13) YEAR 2000 COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. None. The
issuer has no computers or digital equipment of its own, no suppliers or
customers. Accordingly, the issuer has determined that it is faced with no year
2000 compliance issues other than those shared by the public in general.Item 2.
MD&A SB 303
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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(A) PLAN OF OPERATION. This Registrant has no current business. Its business
plan is to seek one or more profitable business combinations or acquisitions to
secure profitability for shareholders.
(1) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. The Registrant has no
plans to pursue its business plan before obtaining quotability on the OTCBB. It
is foreseeable that it might begin to search in the first half of 2000, and may
or may not find a target within the next twelve months.
(I) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE
MONTHS. This Company has no immediate or forseeable need for additional funding,
from sources outside of its circle of shareholders, during the next twelve
months. The expenses of its audit, legal and professional requirements,
including expenses in connection with this 1934 Act Registration of its common
stock, may be advanced by its management and principal shareholder, if required.
No significant cash or funds are required for its Management to evaluate
possible transactions. No such activity is expected for at least the next six
months.
Reference is made to Note 3, Development Stage Company, of the Registrant's
Audited Financial Statements: The Company is a development stage companyIt is
concentrating substantially all of its efforts in raising capital and developing
its business operations in order to generate significant revenues. The
Registrant has no present business or business plan other than to seek a
profitable business combination, most likely in a reverse acquisition or similar
transaction. Accordingly, its plan is to seek one or more profitable business
combinations or acquisitions to secure profitability for shareholders. The
issuer will eventually concentrate on selecting a business combination
candidate. No current fund raising programs are being conducted or contemplated
before merger, acquisition or combination is announced, and then any such
capital formation would be offered to investors based upon the assets and
businesses to be acquired, and not on this Registrant in its present condition,
without businesses, revenues, or income producing assets.
In the event, contrary to the expectation of management, that no
combination is made within the next twelve to eighteen months, this issuer may
be forced to effect some advances from its Principal Shareholder, for costs
involved in maintenance of corporate franchise and filing reports as may be
required, when and if this 1934 Act registration is effective. Should this
become necessary, the maximum amount of such advances is estimated not to exceed
$20,000.00. No agreement by the Principal shareholder to make such advances is
in place, and no guarantee can presently be given that additional funds, if
needed, will be available. It is by far more likely that advances will take the
form of providing services on a deferred compensation basis. Should further
auditing be required, such services by the Independent Auditor may not be the
subject of deferred compensation. The expenses of independent Audit cannot be
deferred or compensated in stock or notes, or otherwise than direct payment of
invoices in cash.
This Registrant does not anticipate any contingency upon which it would
voluntarily cease filing reports with the SEC, even though it may cease to be
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required to do so. It is in the compelling interest of this Registrant to report
its affairs quarterly, annually and currently, as the case may be, generally to
provide accessible public information to interested parties, and also
specifically to maintain its qualification for the OTCBB, if and when the
Registrant's intended application for submission be effective.
(II) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
(III) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT.
None.
(IV) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(I) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. None. This
Company was incorporated on March 25, 1998 and has had no operations to date. It
has incurred only organizational and administrative expenses, without revenues,
to date.
(II) FUTURE PROSPECTS. The Company is unable to predict when it may
participate in a business opportunity. The reason for this uncertainty arises
from its limited resources, and competitive disadvantages with respect to other
public or semi-public issuers, and uncertainties about compliance with NASD
requirements for trading on the OTCBB. Notwithstanding the foregoing cautionary
statements, assuming the continuation of current conditions, this issuer would
expect to proceed to select a business combination within no sooner than six
months nor longer than eighteen months. It cannot attract a partner before it
can effect quotation of its common stock on the OTCBB.
(C) REVERSE ACQUISITION CANDIDATE. The Registrant is searching for a
profitable business opportunity. The acquisition of such an opportunity could
and likely would result in some change in control of the Registrant at such
time. This would likely take the form of a reverse acquisition. That means that
this issuer would likely acquire businesses and assets for stock in an amount
that would effectively transfer control of this issuer to the acquisition target
company or ownership group. It is called a reverse-acquisition because it would
be an acquisition by this issuer in form, but would be an acquisition of this
issuer in substance. Capital formation issues for the future of this Registrant
would arise only when targeted business or assets have been identified. Until
such time, this Registrant has no basis upon which to propose any substantial
infusion of capital from sources outside of its circle of affiliates.
Targeted acquisitions for stock may be accompanied by capital formation
programs, involving knowledgeable investors associated with or contacted by the
owners of a target company. While no such arrangements or plans have been
adopted or are presently under consideration, it would be expected that a
reverse acquisition of a target company or business would be associated with
some private placements and/or limited offerings of common stock of this
Registrant for cash. Such placements, or offerings, if and when made or
extended, would be made with disclosure of and reliance on the businesses and
assets to be acquired, and not upon the present or future condition of this
Registrant as without revenues or assets.
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ITEM 3. DESCRIPTION OF PROPERTY.
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The Registrant has no property and enjoys the non-exclusive use of offices
and telephone of its officers, attorneys and principal shareholder.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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(A) SECURITY OWNERSHIP OF MANAGEMENT. To the best of Registrant's knowledge
and belief the following disclosure presents the total beneficial security
ownership of all Directors and Nominees, naming them, and by all Officers and
Directors as a group, without naming them, of Registrant, known to or
discoverable by Registrant. Please refer to explanatory notes if any, for
clarification or additional information.
(B) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of
Registrant's knowledge and belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. Please refer to explanatory notes if
any, for clarification or additional information.
TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Name and Address of Beneficial Actual % Attributed %
Owner Ownership Ownership
Pete Chandler (1) President 5,000 0.04 6,004,800 51.65
430 4th Street
Ogden UT 84404
Pam Alexander (1) Secretary 5,000 0.04 6,004,800 51.65
85 Nightingale
Aliso Viejo CA 92656
All Officers and Directors as a Group 10,000 0.00 6,004,800 51.65
====================================== ========== ======= ========== ======
J. Dan Sifford Jr. (1) 5,994,800 51.56 5,994,800 51.56
========== ======
3131 South West Freeway, #42
Houston, TX 77098
Charles J. Blomme & Deborah A. 600,000 5.16
Schlichting
7019 Kerry Road
Edina MN 55439
Barbara Abramson and Sherry Abramson 600,000 5.16
520 County Road 151
Florence AL 35633
Guarantee & Trust Co. TTEE FBO 800,000 6.88
Donald J. Vogel-IRA
Acct. #830-93380-13
NationsBanc Montgomery Securities
600 Montgomery Street
San Francisco CA 91111-2777
R & L Enterprise 990,000 8.52
3727 Kingston Drive
Bismarck ND 58501
Total Other 5% Owners 8,984,800 77.28
TOTAL other AFFILIATES 8,984,800 77.28
Total Shares Issued and Outstanding 11,626,200 100.00
====================================== ========== =======
</TABLE>
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(1) In the foregoing table, the share ownership of each of the listed
shareholders are attributed to and each other and to all of them. The reason for
this attribution is that the Officers and Directors are nominees of the
Principal Shareholder. Please see Item 7, Relationships and Transactions, for
more disclosure.
(C) CHANGES IN CONTROL. There are no arrangements known to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Registrant. The Registrant
will search for a profitable business opportunity in the future. Such an
acquisition of such an opportunity could and likely would result in some change
in control of the Registrant at such time. This would likely take the form of a
reverse acquisition. That means that this issuer would likely acquire businesses
and assets for stock in an amount that would effectively transfer control of
this issuer to the acquisition target company or ownership group. It is called a
reverse-acquisition because it would be an acquisition by this issuer in form,
but would be an acquisition of this issuer in substance.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
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The following persons are the Directors of Registrant, having taken office
from the inception of the issuer, to serve until their successors might be
elected or appointed. The time of the next meeting of shareholders has not been
determined and is not likely to take place before a targeted acquisition or
combination is determined.
Pete Chandler, President/Director was born and raised in Northern Utah,
where he received a Bachelor of Science Degree from Weber State University, in
finance and business administrations. He also attended DeVry Institute of
Technology in Phoenix Arizona, where he studied computer information and
accounting systems. He serves as Director of Research & Finance, for Corporate
Relations & Management, Inc., from August 1999 and presently. From February 1997
until August 1999, he served as financial markets liaison to Jordan Richards
Associates. From October 1994 until October 1996, he was an investment
consultant to Everen Securities. From January 1, 1994 to October 1994, he was an
agent for New York Life Insurance Company. From August 1993 to December 1993, he
was a sales and leasing representative for Freeway Oldsmobile, Cadillac, Mazda.
Mr. Chandler is a Board Member of the Foster Care Citizens Board.
Pam Alexander, Secretary/Treasurer since inception, has served in
managerial and supervisory positions in the communications and computer industry
for more than fifteen years. With Simple Technology, since 1996, she set up and
organized a subsidiary company of wholesale computer components to distribute
through the reseller channel. Her administrative responsibilities included
hiring of sales and support staff, specifying and purchasing of equipment,
designing and creating a customer service department and a customer service
program designed to assist customers achieve optimum performance from their
products and programs. Her marketing responsibilities covered all phases of the
process including the creation of lead generation programs, the establishment of
end user educational seminars to reinforce product credibility and resolve
networking problems. She is responsible for all customer service support and
educating resellers at all levels about new and emerging technology.
J. Dan Sifford, Jr., is the principal shareholder of the Registrant since
its inception. He grew up in Coral Gables, Florida, where he attended Coral
Gables High School and the University of Miami. After leaving the University of
Miami, Mr. Sifford formed a wholesale consumer goods distribution company which
operated throughout the southeastern United States and all of Latin America. In
1965, as an extension of the operations of the original company, he founded
Indiasa Corporation (Indiasa), a Panamanian company which was involved in supply
10
<PAGE>
and financing arrangements with many of the Latin American Governments, in
particular, their air forces and their national airlines. As customer
requirements dictated, separate subsidiaries were established to handle specific
activities. During each of the past five years he has served as President of
Indiasa, which serves only as a holding company owning: 100% of Indiasa Aviation
Corp. (a company which owns aircraft but has no operations); 100% of Overseas
Aviation Corporation (a company which owns Air Carrier Certificates but has no
operations); 50% of Robmar International, S.A. (a company operates a
manufacturing plant in Argentina and Brazil, but in which Mr. Sifford holds no
office). In addition to his general aviation experience, Mr. Sifford, an Airline
Transport rated pilot, has twenty two years experience in the airline business,
and is currently the President of Airline of the Virgin Islands, Ltd. a commuter
passenger airline operating in the Caribbean, and has been its president
continuously during each of the past five years.
For the past several years Mr. Sifford has served as United States Managing
Director of Intrepid International, S.A. a Panama Corporation, providing
consulting services to international private companies in approaching the United
States public market place for products, financing and securities.
Mr. Sifford is not and has never been a broker-dealer. He has acted
primarily as consultant, and in some cases has served as an interim officer and
director of public companies in their development stage. The following
disclosure identifies those public companies: Air Epicurean, Inc., All American
Aircraft, Earth Industries, Ecklan Corporation, EditWorks, Ltd., Market., Market
Formulation & Research, Inc., NetAir.com, Inc., NSJ Mortgage Capital
Corporation, Inc., North American Security & Fire, Oasis 4th Movie Project,
Professional Recovery Systems, Inc., Richmond Services, Inc., Telecommunications
Technologies, Ltd., and World Staffing II, Inc. Of these last mentioned
companies, he is currently serving in this Registrant, in Ecklan Corporation, in
Oasis Entertainment's 4th Movie Project, in Richmond Services, Inc, NetAir.com,
Inc. and in Editworks Ltd.
- --------------------------------------------------------------------------------
ITEM 6. EXECUTIVE COMPENSATION.
- --------------------------------------------------------------------------------
There is no present program of executive compensation, and no plan or
compensation is expected to be adopted or authorized at any time before an
acquisition is effected. Present management is not expected to be the subject of
such compensation then. Such future plan of compensation as may be adopted after
acquisition would be expected to encompass new management and not present
management. Present management has indicated previously that it will not be
compensated by any finders fees or other indirect compensation for its services
as management on behalf of shareholders. Management is beneficially interested
in the share ownership of the principal shareholder and expects to profit
thereby, and only thereby, upon effecting a profitable acquisition for the
benefit of all shareholders.
- --------------------------------------------------------------------------------
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- --------------------------------------------------------------------------------
J. Dan Sifford is the Incorporator and Principal Shareholder of the
Registrants. The Officers and Directors of the Registrant are Mr. Sifford's
nominees. Note 4 of the Audited Financials states: This Registrant loaned
Intrepid International, a shareholder, $40,000 during the year ended December
31, 1998. The note is non-interest bearing, unsecured and due within one year.
The balance of the note at June 30, 1999, and December 31, 1998 is $40,000. The
Company also paid this shareholder $35,537 for services and travel rendered
during 1998. While the information as stated in the note is correct in all
other particulars, Intrepid International is not a shareholder of this
Registrant. Mr. Sifford is, however an officer and affiliate of Intrepid
International, such that these are related-party transactions. The payments to
Intrepid represent reimbursement for Intrepid's advances for Auditing the
Registrant, and for legal and professional services incurred in connection with
incorporation, filing fees, the Offering of May 25-August 25, 1998, and in
connection with submission to the Pink Sheets for quotation of the Registrant's
common stock. As of the date of this Registration Statement, the Registrant's
11
<PAGE>
common stock has not been approved for trading on the Pink Sheets, and remains
in comment correspondence with the National Association of Securities Dealers.
- --------------------------------------------------------------------------------
ITEM 8. DESCRIPTION OF SECURITIES.
- --------------------------------------------------------------------------------
THE REGISTRANT'S CAPITAL AUTHORIZED AND ISSUED. The Registrant is authorized to
issue 50,000,000 shares of a single class of Common Voting Stock, of par value
$0.001, of which 11,626,200 shares are issued and outstanding.
COMMON STOCK. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities of the Registrant. The owners of
a majority of the common stock may also take any action without prior notice or
meeting which a majority of shareholders could have taken at a regularly called
shareholders meeting, giving notice to all shareholders thereafter of the action
taken. In the event of liquidation or dissolution, holders of Common Stock are
entitled to receive, pro rata, the assets remaining, after creditors, and
holders of any class of stock having liquidation rights senior to holders of
shares of Common Stock, have been paid in full. All shares of Common Stock enjoy
equal dividend rights. There are no provisions in the Articles of Incorporation
or By-Laws which would delay, defer or prevent a change of control.
SECONDARY TRADING refers to the marketability to resell the securities of this
Registrant in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to Section 3 of the Securities Act of 1933. Securities which have not
been registered pursuant to the Securities Act of 1933, but were exempt from
such registration when issued, are generally "Restricted Securities" as defined
by Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one
year holding period from purchase; and (b) a limitation of the amount any
shareholder may sell during the second year, as to non-affiliates of the
Registrant; however, as to shares owned by affiliates of the Registrant, the
second-year limitation of amounts attaches and continues indefinitely, at least
until such person has ceased to be an affiliate for 90 days or more. The
limitation of amounts is generally 1% of the total issued and outstanding in any
90 day period.
UNRESTRICTED SHARES OF COMMON STOCK. 11,626,200 shares are issued and
outstanding. There are 6,011,000 restricted shares and 5,615,200 unrestricted
shares as illustrated in the following table:
the remainder of this page left intentionally blank
12
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Series Issuances/Exemptions from 1933 Act Restricted Unrestricted
Shares Shares
1 Founders shares, at par value, for organizational 5,994,800 930,000
costs to six founders [Sec. 4(2)] restricted
2 Sophisticated investors (Rule 504) 4,680,000
3 Sophisticated investors (Rule 504) 5,200
4 Sophisticated investor Section 4(2) restricted: re-s 6,200
transferred to 31 of its subscriber
5 Issuance to Officers February 1, 2000 4(2) 10,000
SubTotals 6,011,000 5,615,200
1-5 Total Common Stock Issued and Outstanding 11,626,200
========== ===================================================== ==========
</TABLE>
OPTIONS AND DERIVATIVE SECURITIES. There are no outstanding options or
derivative securities of this Registrant. There are no shares issued or reserved
which are subject to options or warrants to purchase, or securities convertible
into common stock of this Registrant.
RISKS OF "PENNY STOCK." The Company's common stock may be deemed to be "penny
stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stock share stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ) listed stocks must still meet requirement (i) above); or (iv) in
issuers with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than
$6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
13
<PAGE>
- --------------------------------------------------------------------------------
PART II
II ITEM 1. MARKET PRICE/DIVIDENDS SB 201
- --------------------------------------------------------------------------------
ITEM 1.
MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND SHAREHOLDER MATTERS.
- --------------------------------------------------------------------------------
(A) MARKET INFORMATION. The Common Stock of this Registrant is not quoted Over
the Counter on the Bulletin Board ("OTCBB") or on the Pink Sheets. There was no
market activity before December 1998, nor at any time.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
period high bid low bid period high bid low bid
1st 1999 None None 3rd 1999 None None
2nd 1999 None None 4th 1999 None None
========= ======== ======= ======== ======== =======
</TABLE>
(B) HOLDERS. There are presently 87 shareholders of the common stock of this
Registrant.
(C) DIVIDENDS. No cash dividends have been paid by the Company on its Common
Stock or other Stock and no such payment is anticipated in the foreseeable
future.
(D) REVERSE ACQUISITIONS. A reverse acquisition of a target business or
company would be expected to involve a change of control of the Registrant, and
the designation of new management. The financial statements of this Registrant
would become largely unreflective of the true condition of the Registrant after
such an acquisition. Shareholder approval would be solicited, pursuant to the
laws of the State of Nevada, to approve the acquisition, change of control, and
any material corporate changes incidental to the reorganization of this
Registrant. In connection with the solicitation of shareholder approval, whether
or not proxies are solicited, the Registrant would provide shareholders with the
fullest possible disclosure of all information material to shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited financial statements of an acquisition target, the authority of
management to consummate any transaction would be contingent on a proper audit
of the target meeting the criteria of any un-audited information relied upon by
shareholders.
- --------------------------------------------------------------------------------
ITEM 2. LEGAL PROCEEDINGS.
- --------------------------------------------------------------------------------
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Registrant.
- --------------------------------------------------------------------------------
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
- --------------------------------------------------------------------------------
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Registrant.
14
<PAGE>
- --------------------------------------------------------------------------------
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
- --------------------------------------------------------------------------------
6,924,800 shares were issued to six Organizers, on March 25, 1998. These
were new investment shares, issued pursuant to Section 4(2) of the Securities
Act of 1933, and were, when issued, Restricted Securities, as defined in Rule
144(a). On that date, the Registrant authorized a limited offering of 5,000,000
shares at $0.05. The offering closed June 25, 1998, 4,680,000 shares having been
placed, to 22 sophisticated investors, pursuant to Regulation D, Rule 504, as
then promulgated by the Securities and Exchange Commission pursuant to its
authority under Section 3(b) of the Securities Act of 1933. Shares issued
pursuant to this Rule were not Restricted Securities as defined by Rule 144(a)
when issued. The Offer was extended to 14 sophisticated investors, each of whom
subscribed. $234,000.00 cash proceeds to the Registrant resulted from this
placement.
On July 8, 1998 we issued 5,200 shares to 26 sophisticated investors,
pursuant to Regulation D, Rule 504, as then promulgated by the Securities and
Exchange Commission pursuant to its authority under Section 3(b) of the
Securities Act of 1933. Shares issued pursuant to this Rule were not Restricted
Securities as defined by Rule 144(a) when issued. On February 11, 1999, 6,200
shares issued to a single unrelated sophisticated corporate investor, Vegas
Publications, Inc, originally pursuant to Regulation D, Rule 504, as then
promulgated by the Securities and Exchange Commission pursuant to its authority
under Section 3(b) of the Securities Act of 1933. These 6,200 shares have been
cancelled and reissued on April 5, 1999, pursuant to section 4(2) of the 1933
Securities Act, as restricted securities as defined in Rule 144(a).
On February 1, 2000, we issued 10,000 shares, 5,000 each to our two
officers.
- --------------------------------------------------------------------------------
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
- --------------------------------------------------------------------------------
There is no provision in the Articles of Incorporation, now the By-Laws of
the Corporation, nor any Resolution of the Board of Directors, providing for
indemnification of Officers or Directors. The Registrant is aware of no
provision of Texas Corporate Law which creates or imposes any provision for
indemnity of Officers or Directors.
the remainder of this page is left intentionally blank
15
<PAGE>
- --------------------------------------------------------------------------------
PART F/S
- --------------------------------------------------------------------------------
AUDITED FINANCIAL STATEMENTS: for the years ended December 31, 1999 and
1998 are provided as Financial Statement: Attachment F-1, following in the body
of this Registration Statement.
16
<PAGE>
- --------------------------------------------------------------------------------
AUDITED FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
17
<PAGE>
ECKLAN CORPORATION
(a Development Stage Company)
Financial Statements
December 31, 1999 and 1998
18
<PAGE>
C O N T E N T S
Independent Auditors' Report 20
Balance Sheets 21
Statements of Operations 22
Statements of Stockholders Equity 23
Statements of Cash Flows 24
Notes to the Financial Statements 25
19
<PAGE>
INDEPENDENT AUDITOR S REPORT
To the Board of Directors and Stockholders of
Ecklan Corporation
We have audited the accompanying balance sheets of Ecklan Corporation (a
Development Stage Company) as of December 31, 1999 and 1998 and the related
statements of operations, stockholders equity and cash flows for the years then
ended and from inception on March 25, 1998 through December 31, 1999. These
financial statements are the responsibility of the Company s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ecklan Corporation (a
Development Stage Company) as of December 31, 1999 and 1998 and the results of
its operations and cash flows for the years then ended and from inception on
March 25, 1998 through December 31, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company s
recurring operating losses and lack of working capital raise substantial doubt
about its ability to continue as a going concern. Management s plans in regard
to those matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
______________/s/______________
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
March 15, 2000
20
<PAGE>
Ecklan Corporation
(a Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
<S> <C> <C>
December 31,
1999 1998
- -----------------------------------------------------------------------
ASSETS
Current Assets
Cash 5,747 11,747
Note receivable-related party (note 4) 46,000 40,000
Total Current Assets 51,747 51,747
Organizational Costs 0 5,862
Total Assets $ 51,747 $ 57,609
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 3,782 0
Total Current Liabilities 3,782 0
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of $.001 par value,
issued and outstanding 11,616,200 and
11,616,200 shares, respectively 11,616 11,616
Additional Paid in Capital 229,314 226,314
Less: Subscription receiveable 0 (3,000)
Deficit Accumulated During the
Development Stage (192,965) (180,321)
- -----------------------------------------------------------------------
Total Stockholders' Equity 47,965 57,609
=======================================================================
Total Liabilities and Stockholders' Equity $ 51,747 $ 57,609
</TABLE>
The accompanying notes are an integral part
Of these financial statements
21
<PAGE>
<TABLE>
<CAPTION>
Ecklan Corporation
(a Development Stage Company)
Statements of Operations
<S> <C> <C> <C>
From Inception on
For the 25-Mar-98
Years Ended Through
December 31, December 31,
1999 1998 1999
- -------------------------------------------------------------------------------------
Revenues: $ 0.00 $ 0.00 $ 0.00
Expenses
General and Administrative 12,644 180,321 192,965
Total Expenses 12,644 180,321 192,965
Net Loss ($12,644) ($180,321) ($192,965)
Net Loss Per Share ($0.001) ($0.020) ($0.019)
Weighted average shares outstanding 11,594,133 8,810,200 10,397,042
</TABLE>
The accompanying notes are an integral part
Of these financial statements
22
<PAGE>
Ecklan Corporation
(a Development Stage Company)
Statement of Stockholders Equity
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
- -----------------------------------------------------------------------------------------------
Common Stock, issued to organizers for
organizational costs at $.001 per share 6,990,000 $ 6,999 $ 0 $ 0
Stock issued for cash in 504 offering at
.05 per share 4,626,200 4,626 229,314 0
- -----------------------------------------------------------------------------------------------
Net Loss for the year ended December 31, 1998 0 0 0 (180,321)
- -----------------------------------------------------------------------------------------------
Balance, December 31, 1998 11,616,200 11,616 229,314 (180,321)
- -----------------------------------------------------------------------------------------------
Net Loss for the year ended December 31, 1999 0 0 0 (12,644)
===============================================================================================
Balance, December 31, 1999 11,616,200 $11,616 $ 229,314 ($192,965)
</TABLE>
The accompanying notes are an integral part
Of these financial statements
23
<PAGE>
Ecklan Corporation
(a Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From Inception on
For the March 25, 1998
Years ended through
December,31 December 31,
1999 1998 1999
- -------------------------------------------------------------------------------
Cash Flows from Operating
Activities
Net Loss ($12,644) $(180,321) $ (192,965)
Adjustments to reconcile
net loss to net cash
provided by operations:
Amortization 5,862 1,068 6,930
Accounts Payable 3,782 0 3,782
Net Cash (Used) Provided by
Operating Activities (3,000) (179,253) (182,253)
Cash Flows from Investment
Activities:
Increase in notes receivable (6,000) (40,000) (46,000)
Net Cash (Used) Provided by
Investing Activities (6,000) (40,000) (46,000)
Cash Flows from Financing
Activities:
Subscriptions receivable received 3,000 231,000 234,000
Net Cash (Used) Provided by
Financing Activities 3,000 231,000 234,000
Net Increase (decrease) in cash (6,000) 11,747 5,747
- -------------------------------------------------------------------------------
Cash, beginning of period 11,747 0 0
- -------------------------------------------------------------------------------
Cash, end of period $ 5,747 $ 11,747 $ 5,747
</TABLE>
The accompanying notes are an integral part
Of these financial statements
24
<PAGE>
ECKLAN CORPORATION
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Ecklan Corporation (the Company) was incorporated on March 25, 1998 under
the laws of the state of Texas. The Company is currently engaged in the
development of a computer data base for sellers of small private businesses.
The Company has not yet secured operations and is in the development stage
according to Financial Accounting Standards Board Statement No. 7.
b. Accounting Method
The Company recognizes income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $193,000 that will be offset against future
taxable income. These NOL carryforwards begin to expire in the year 2013. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire unused.
Deferred tax assets and the valuation account is as follows at December 31,
1999 and 1998.
1999 1998
- ----------------------------------------------------
Deferred Tax Asset:
NOL carryforward $ 61,000 $ 61,000
Valuation allowance (61,000) (61,000)
- ----------------------------------------------------
Total -0- -0-
f. Organization Costs
Organization costs have been recorded at cost in 1998 and expensed in 1999.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had recurring
operating losses and is dependent upon financing to continue operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management s plan to raise capital in order
to define business operations, thus creating necessary operating revenue.
25
<PAGE>
ECKLAN CORPORATION
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and defining its business operation in
order to generate significant revenues.
NOTE 4 - Related Party Transactions
The Company loaned Intrepid International, a shareholder, $46,000 during
the years ended December 31, 1999 and 1998. The note is non-interest bearing,
unsecured, and due within one year. The balance of the note at December 31,
1999 is $46,000. The Company also paid this shareholder $35,537 for services
and travel rendered during 1998.
NOTE 5 - Equity
During 1998, the Company issued 6,930,000 shares of common stock to
organizers for organization costs valued at $6,930.
During 1998, the Company issued 4,620,000 shares of common stock for cash of
$231,000 and a subscription receivable of $3,000. As of December 31, 1999 the
$3,000 has been received for the subscription receivable.
26
<PAGE>
- --------------------------------------------------------------------------------
PART III
- --------------------------------------------------------------------------------
ITEM 1. INDEX TO EXHIBITS.
Exhibit Index
- --------------------------------------------------------------------------------
Exhibit Table Category / Description of Exhibit Page Number
Table
#
- --------------------------------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
2.1 Articles of Incorporation of the Registrant 29
2.2 By-Laws 32
================================================================================
27
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
ECKLAN CORPORATION
by
/s/ /s/
Pete Chandler Pam Alexander
president/director secretary/director
28
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 2.1
ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------
29
<PAGE>
ARTICLES OF INCORPORATION
OF
ECKLAN CORPORATION
(OF TEXAS)
ARTICLE ONE
NAME, PURPOSE AND PERIOD OF DURATION
Section 1. The name of the corporation is ECKLAN CORPORATION.
Section 2. The period of its duration is perpetual.
Section 3. The purpose for which the corporation is organized is the
transaction of any and all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.
ARTICLE TWO
THE CAPITAL SHARES OF THE CORPORATION
Section 1. The terms Shares and Stock shall, unless the context indicates
otherwise, be used interchangeable to mean Shares of Stock in this Corporation.
Section 2. The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of not less than One
Thousand Dollars ($1,000.00) consisting of money, labor done or property
actually received.
Section 3. The Corporation shall be authorized to issue two classes of stock of
the following kinds, series, aggregate amounts and par values:
(a) Class A Common Voting Equity Stock: 50,000,000 Shares: Par Value
$.001; and such shares to carry the short title Common Shares;)
4. The Board of Directors shall be vested with authority to establish, within
each Class Stock, such Series as it may deem appropriate, by fixing and
determining the preferences, limitations and relative rights, including, without
limitation, rights to convert to other classes or series of shares, specific
equity, income and voting rights, and rights to representation by class or
series on the Board of Directors for general or specific purposes.
Section 5. No Shares of Stock shall carry and no shareholder shall possess or
enjoy any preemptive rights to acquire additional or treasury shares of the
Corporation.
Section 6. No Shares of Stock (except as may be fixed by the Board of Directors
with respect to Class B, Preferred Shares, or with respect to any series thereof
as may be established thereof) shall carry and no shareholder shall possess or
enjoy any cumulative voting rights in the election of Directors of the
Corporation.
30
<PAGE>
ARTICLE FOUR
INITIAL AND TRANSITIONAL PROVISIONS
Section 1. The initial and current Registered Agent/Office of the Corporation
shall be J. Dan Sifford Jr., 3131 Southwest Freeway, Number 46, Houston TX
77098.
Section 2. The number of directors constituting the Current Elected board of
directors is two, and the names and addresses of the persons, who are to serve
as directors until the Next annual meeting of the sharehold-ers or until their
successors are elected and qualified, are: Kirt W. James, 24843 Del Prado,
Suite 318, Dana Point, CA 92629, and J. Dan Sifford Jr., 3131 Southwest Freeway,
Suite 46, Houston TX 77098.
Section 3. The name and address of the incorporator is: J. Dan Sifford Jr.,
3131 Southwest Freeway, Suite 46, Houston TX 77098.
ARTICLE FIVE
AMENDMENT OF THESE ARTICLES
These Articles of Incorporation, including and Restatement thereof and
Amendments thereto which shall have been duly adopted and filed, may be amended
or further amended in any manner consistent with Article 9.10 of the Texas
Business and Corporations Act, including without limitation, by action without
meeting, prior notice or vote, upon written consent setting forth such action,
signed by the holders of shares having not less that the minimum number of votes
that would have been necessary to take such action at a meeting at which the
holders of all shares entitled to vote were present and voted.
Dated and signed this 23rd day of March, 1998.
/s/
J. Dan Sifford Jr.
Incorporator
31
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 2.2
BY-LAWS
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BY-LAWS OF
ECKLAN CORPORATION
A TEXAS CORPORATION
BY-LAWS
OF
ECKLAN CORPORATION
A TEXAS CORPORATION
ARTICLE I
CORPORATE OFFICES
SECTION 1. PRINCIPAL EXECUTIVE OFFICE
The principal executive office of the Corporation shall be in the City of
Houston, State of Texas.
SECTION 2. OTHER CORPORATE OFFICES
The Corporation also may have offices at such other places as the Board of
Directors may from time to time designate or as the business of the Corporation
may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS
All meetings of the shareholders shall be held at the principal executive office
of the Corporation or at such other place as may be determined by the Board of
Directors.
SECTION 2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the second Monday of
March in each year, if not a holiday, at Ten o'clock A.M., at which time the
shareholders shall elect a Board of Directors and transact any other proper
business. If this date falls on a holiday, then the meeting shall be held on the
following business day at the same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the President, the Board
of Directors, by the holders of at least ten percent of all the shares entitled
to vote at the proposed special meeting, or such other person or persons as may
be authorized in the Articles of Incorporation.
SECTION 4. NOTICES OF MEETINGS
Notices of meetings, annual or special, shall be given in writing to
shareholders of record entitled to vote at the meeting by the Secretary or an
Assistant Secretary or, if there be no such officer or in the case of his or her
neglect or refusal, by any director or shareholder
Such notices shall be given either personally or by first-class mail, addressed
to the shareholder at the address of such share-holder appearing on the stock
transfer books of the Corporation or given by the shareholder to the Corporation
for the purpose of notice. Notice shall be given not less than twenty, nor more
than sixty, days before the date of the meeting.
Such notice shall state the place, date, and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called.
SECTION 5. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder under the
provisions of the Texas Business Corporation Act, the Articles of Incorporation
of this Corporation, or these By-Laws, a waiver of notice in writing signed by a
shareholder entitled to such notice, whether before or after the meeting, shall
be equivalent to the giving of such notice. All such written waivers of notice
shall be filed with the corporate records or made part of the minutes of the
meeting.
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SECTION 6. SPECIAL NOTICE REQUIREMENTS
Shareholder approval at a meeting, with respect to the following proposals,
shall be valid only if the purpose of the meeting was stated in the notice of
the meeting:
(1) Approval of a contract or other transaction between the Corporation and
one or more of its Directors or between the Corporation and any Corporation,
firm, or association in which one or more of the Directors has a material
financial interest;
(2) Amendment of the Articles of Incorporation after any shares have been
issued pursuant to Article 4.02 of the Texas Business Corporation Act;
(3) Approval of the principal terms of a reorganization pursuant to Article
5.03 of the Texas Business Corporation Act and, in such cases, written notice
shall be given not less than twenty, nor more than fifty, days before the
meeting;
(4) Election to voluntarily wind up and dissolve the Corporation pursuant
to Article 6.03 of the Texas Business Corporation Act;
(5) Election to revoke voluntary dissolution proceedings pursuant to
Article 6.05 of the Texas Business Corporation Act;
(6) Reduction of stated capital pursuant to Article 4.12 of the Texas
Business Corporation Act;
(7) Restatement of the Articles of Incorporation, if an amendment is
contained therein, pursuant to Articles 4.07 and 4.02 of the Texas Business
Corporation Act;
(8) Disposition of all or substantially all of the assets of the
Corporation outside the usual and regular course of its business pursuant to
Article 5.10 of the Texas Business Corporation Act.
SECTION 7. ACTION WITHOUT MEETING
Any action that may be taken at any annual or special meeting of shareholders
may be taken without a meeting if
(1) a consent in writing, setting forth the action so taken, is signed by
all of the shareholders entitled to vote on the action. Such consent shall have
the same force and effect as a unanimous vote of shareholders; or
(2) a majority of all the shareholders entitled to vote take action
permitted by law, and promptly give notice of such action to all shareholders of
record.
SECTION 8. QUORUM
The holders of a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of the shareholders.
SECTION 9. VOTING
Only shareholders whose names appear on the stock transfer books of the
Corporation as of the closing date of the stock transfer books or the record
date set by the Board of Directors pursuant to Article VIII, Section 3 of these
By-Laws shall be entitled to vote at a meeting of shareholders.
If the Board of Directors has not closed the stock transfer books or set a
record date for purposes of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders, then the date on which notice of the
meeting is mailed shall be the record date for such determination of
share-holders.
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Each outstanding share shall be entitled to one vote on each matter submitted to
a vote at a meeting of shareholders except as otherwise provided by the Texas
Business Corporation Act, the Articles of Incorporation, or the following
provisions of this bylaw.
If a quorum is present, the vote of the holders of a majority of the shares
entitled to vote and represented at a meeting shall be the act of the
shareholders, unless the vote of a greater number is required by law, the
Articles of Incorporation, or these By-Laws.
At each election of Directors, no shareholder entitled to vote at such election
shall have the right to cumulate his or her votes.
SECTION 10. PROXIES
Every person entitled to vote shares may authorize another person or persons to
act by proxy with respect to such shares by filing a written proxy, executed by
such person or his duly authorized agent, with the Secretary of the Corporation.
A proxy shall not be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. A proxy shall be revocable
unless the proxy form conspicuous-ly states that the proxy is irrevocable and
the proxy is coupled with an interest. Proxies coupled with an interest include
the appointment as proxy of:
(1) a pledgee;
(2) a person who purchased or agreed to purchase, or owns or holds an
option to purchase, the shares;
(3) a creditor of the Corporation who extended it credit under terms
requiring the appointment;
(4) an employee of the Corporation whose employment contract requires the
appoint-ment; or
(5) a party to a voting agreement created under Section B, Article 2.30 of
the Texas Business Corporation Act.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. POWERS
Subject to any limitations in the Articles of Incorporation and to the
provisions of the Texas Business Corporation Act, the business and affairs of
the Corporation shall be managed and all corporate powers shall be exercised by,
or under the direction of, the Board of Directors.
SECTION 2. NUMBER
The authorized number of Directors shall be Five until changed by amendment to
this article of these By-Laws.
SECTION 3. ELECTION AND TENURE OF OFFICE
The Directors shall be elected at the annual meeting of the shareholders and
hold office until the next annual meeting and until their successors have been
elected and qualified.
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SECTION 4. VACANCIES
A vacancy on the Board of Directors shall exist in the case of death,
resignation, or removal of any director or in case the authorized number of
Directors is increased or in case the shareholders fail to elect the full
authorized number of Directors at any annual or special meeting of the
shareholders at which any director is elected.
Vacancies on the Board of Directors may be filled by the affirmative vote of a
majority of the remaining Directors through less than a quorum of the Board or
by election at an annual or special meeting of shareholders called for that
purpose. However, if a Directorship is to be filled by the Board by reason of an
increase in the number of Directors, then the Board may fill this Directorship
position for a term continuing only until the next election of one or more
Directors by the shareholders and, provided further, that the Board may not fill
more than two such Director-ships during the period between any two successive
annual meetings of shareholders. A director elected to fill a vacancy shall be
elected for the unexpired term of his or her predecessor in office.
A vacancy created by an increase in the authorized number of Directors shall be
filled by election at an annual or special meeting of shareholders called for
that purpose. Any director may resign effective upon giving written notice to
the chairperson of the Board of Directors, the President, the Secretary or to
the Board of Directors of the Corporation unless the notice specifies a later
time for the effectiveness of such resignation. If the resignation is effective
at a later time, a successor may be elected to take office when the resignation
becomes effective. Any reduction of the authorized number of Directors does not
remove any director prior to the expiration of such director's term in office.
SECTION 5. REMOVAL
Any or all of the Directors may be removed, with or without cause, at a meeting
of shareholders called expressly for that purpose by the vote of the holders of
a majority of the shares entitled to vote at an election of Directors. Any such
removal, however, shall be subject to the provisions of Article 2.32 of the
Texas Business Corporation Act, including the provision that if less than the
entire Board is to be removed, no one of the Directors may be removed if the
votes cast against his or her removal would be sufficient to elect this person
if then cumula-tively voted at an election of the entire Board of Directors.
SECTION 6. PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at any place, within or without
the State of Texas, which has been designated in the notice of the meeting or,
if not stated in the notice or if there is no notice, at the principal executive
office of the Corporation or as may be designated from time to time by
resolution of the Board of Directors.
SECTION 7. CALL, NOTICE AND HOLDING OF MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of
the Board or the President or an Executive Vice-Pre-sident or the Secretary or
any two Directors.
Regular annual meetings of the Board of Directors shall be held without notice
immediately after and at the same place as the annual meeting of shareholders.
Special meetings of the Board of Directors shall be held upon four days' notice
by mail, or forty-eight hours' notice delivered personally or by telephone or
telegraph. Attendance of a director at a meeting shall constitute a waiver of
notice of the meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened. Neither the business to be
transacted, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
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SECTION 8. QUORUM AND BOARD ACTION
A quorum for all meetings of the Board of Directors shall be a majority of the
authorized number of Directors. The act of a majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board unless a
greater number is required by law, subject to the provisions of Subdivision B of
Article 2.41 of the Texas Business Corporation Act.
SECTION 9. WAIVER OF NOTICE
Whenever any notice is required to be given to any director under the provisions
of the Texas Business Corporation Act, the Articles of Incorporation of this
Corporation, or these By-Laws, a waiver of notice in writing signed by a
Director entitled to such notice, whether before or after the meeting, shall be
equivalent to the giving of such notice. All such written waivers of notice
shall be filed with the corporate records or made a part of the minutes of the
meeting.
SECTION 10. ACTION WITHOUT MEETING
Any action required or permitted to be taken at a meeting of the Board may be
taken without a meeting, if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall set forth the action so taken and shall be signed by all the Directors.
Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such Directors.
SECTION 11. COMPENSATION
Nothing contained herein shall prevent a director from serving the Corporation
in any other capacity and receiving compensation therefor.
ARTICLE IV
OFFICERS OF THE CORPORATION
SECTION 1. OFFICERS
The officers of the Corporation shall be a President, Secretary and a Treasurer.
The Corporation also may have such other officers with such titles and duties as
shall be determined by the Board of Directors. Any number of offices may be held
by the same person.
SECTION 2. ELECTION
All officers of the Corporation shall be chosen by the Board. Each officer shall
hold office until his or her death, resignation, or removal or until a successor
shall be chosen and qualified. A vacancy in any office because of death,
resignation, or removal or other cause shall be filled by the Board.
SECTION 3. REMOVAL AND RESIGNATION
An officer may be removed at any time by the Board of Directors whenever, in its
judgment, the best interests of the 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 shall not of itself create
contract rights.
An officer may resign at any time upon written notice to the Corporation given
to the Board, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the date of receipt of such notice or at any
other time specified therein. The acceptance of a resignation shall not be
necessary to make it effective.
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SECTION 4. COMPENSATION
The salaries of the officers shall be fixed, from time to time, by the Board of
Directors.
SECTION 5. PRESIDENT
The President shall be the Chief Executive Officer of the Corporation and shall,
subject to the direction and control of the Board of Directors, have general
supervision, direction, and control of the business and affairs of the
Corporation. He shall preside at all meetings of the shareholders and Directors
and be an ex-officio member of all the standing committees, including the
Executive Committee, if any, and shall have the general powers and duties of
management usually vested in the office of President of a Corporation and shall
have such other powers and duties as may from time to time be prescribed by the
Board of Directors or these By-Laws.
SECTION 6. EXECUTIVE VICE-PRESIDENTS
In the absence or disability of the President, the Executive Vice-Presidents, if
any, in order of their rank as fixed by the Board of Directors (or if not
ranked, the Vice-President designated by the Board) shall perform all the duties
of the President and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President. Each Vice-President shall
have such other powers and perform such other duties as may from time to time be
prescribed by the Board of Directors or these By-Laws.
SECTION 7. SECRETARY
The Secretary shall keep, or cause to be kept, at the principal executive office
of the Corporation, a book of minutes of all meetings of Directors and
Shareholders, with the time and place of holding, whether regular or special
(and, if special, how autho-rized), the notice thereof given or the waivers of
notice, the names of those present at Directors' meetings, the number of shares
present or represented at Shareholders' meetings, and the proceed-ings thereof.
The Secretary shall keep, or cause to be kept, at the principal executive office
of the Corporation, or at the office of the Corporation's transfer agent, a
share register, showing the names of the shareholders and their addresses, the
number and classes of shares held by each, the number and date of certificates
issued for shares, and the number and date of cancellation of every certifi-cate
surrendered for cancellation.
The Secretary shall certify and keep, or cause to be kept, at the principal
executive office of the Corporation, the original and a copy of the By-Laws as
amended or otherwise altered to date.
The Secretary shall give, or cause to be given, notice of all meetings of
shareholders and Directors required to be given by law or by the provisions of
these By-Laws.
The Secretary shall make, at least ten days before each meeting of shareholders,
a complete list of the shareholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. This list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the Corporation and
shall be subject to inspection by any shareholder at any time during usual
business hours. The list also shall be produced and kept open at the time and
place of the meeting and be subject to the inspection of any shareholder during
the whole time of the meeting.
The Secretary shall have charge of the seal of the Corporation and have such
other powers and perform such other duties as may from time to time be
prescribed by the Board or these By-Laws.
If the Board of Directors does not elect a Treasurer, the Secretary shall assume
the duties imposed by Section 8 of this Article and by any other provision of
these By-Laws upon the Treasurer of the Corporation. In the absence or
disability of the Secretary, the Assistant Secretaries, if any, in order of
their rank as fixed by the Board of Directors (or if not ranked, the Assistant
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Secretary designated by the Board of Directors), shall have all the powers of,
and be subject to all the restrictions upon, the Secretary. The Assistant
Secretaries, if any, shall have such other powers and perform such other duties
as may from time to time be prescribed by the Board of Directors or these
By-Laws.
SECTION 8. TREASURER
The Treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the Corporation.
The Treasurer shall deposit monies and other valuables in the name and to the
credit of the Corporation with such depositories as may be designated by the
Board of Directors. He or she shall disburse the funds of the Corporation in
payment of the just demands against it as may be ordered by the board of
Directors; shall render to the President and Directors, whenever they request
it, an account of all his or her transactions as Treasurer and of the financial
condition of the Corporation; and shall have such other powers and perform such
other duties as may from time to time be prescribed by the Board of Directors or
the By-Laws.
In the absence or disability of the Treasurer, the Assistant Treasurers, if any,
in order of their rank as fixed by the Board of Directors (or if not ranked, the
Assistant Treasurer designated by the Board of Directors), shall perform all the
duties of the Treasurer and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the Treasurer. The Assistant Treasurers, if
any, shall have such other powers and perform such other duties as may from time
to time be prescribed by the Board of Directors or these By-Laws.
ARTICLE V
EXECUTIVE COMMITTEES
SECTION 1. CREATION AND COMPOSITION
By resolution adopted by a majority of the full Board of Directors, the Board
may designate from among its members an executive committee and one or more
other committees to serve at the pleasure of the Board, each of which shall be
comprised of one or more Directors.
SECTION 2. POWERS AND LIMITATIONS
Any such committee, to the extent provided in the resolution of the Board, shall
have all the authority of the Board, except with respect to:
a. Amending the Articles of Incorporation;
b. Approving a plan of merger or consolidation;
c. Recommending to the shareholders the sale, lease, or exchange of all or
substantially all of the property and assets of the Corporation otherwise than
in the usual and regular course of its business;
d. Recommending to the shareholders a voluntary dissolution of the Corporation
or a revocation thereof;
e. Amending, altering or repealing the By-Laws of the Corpora-tion or adopting
new By-Laws for the Corporation;
f. Filling vacancies on the Board of Directors or any such committee;
g. Filling any Directorship to be filled by reason of an increase in the number
of Directors;
h. Electing or removing officers or members of any such committee;
i. Fixing the compensation of any member of such committee;
j. Altering or repealing any resolution of the Board which by its term is not so
alterable or repealable;
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k. Declaring a dividend or authorizing the issuance of shares of the
Corporation, unless a Board resolution, the Articles of Incorporation, or the
By-Laws expressly delegate such authority;
l. Approving any action that also requires shareholders' approval or approval of
the outstanding shares;
m. Appointing other committees of the Board or the members thereof.
SECTION 3. RESPONSIBILITY OF THE BOARD OF DIRECTORS
The designation of any such committee and the delegation of authority to the
committee shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed by law.
ARTICLE VI
CORPORATE RECORDS AND REPORTS
SECTION 1. INSPECTION BY SHAREHOLDERS
The accounting books and records of accounts, the minutes of proceedings of the
shareholders and the Board and committees of the Board, and the record of
shareholders of the Corporation shall be open to inspection upon the written
demand of the Corporation by any shareholder at any reasonable time for any
proper purpose. Such inspection by a shareholder may be made in person or by
agent, accounting, or attorney, and the right of inspection includes the right
to copy and make extracts.
Shareholders also shall have the right to inspect the original or copy of these
By-Laws, as amended to date and kept at the Corporation's principal executive
office, at all reasonable times for any proper purpose.
SECTION 2. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to inspect
and copy all books, records, and documents of every kind and to inspect the
physical properties of the Corporation, domestic or foreign, of which such
person is a director. Such inspection by a director may be made in person or by
agent, accountant, or attorney, and the right of inspection includes the right
to copy and make extracts.
SECTION 3. RIGHT TO INSPECT WRITTEN RECORDS
If any record subject to inspection pursuant to this chapter is not maintained
in written form, a request for inspection is not complied with unless and until
the Corporation at its expense makes such record available in written form.
SECTION 4. ANNUAL FINANCIAL STATEMENTS
Upon the written request of any holder of record of shares of the Corporation,
the Corporation shall mail to such holder its annual statements for its last
fiscal year showing in reasonable detail its assets and liabilities and the
results of its operations and the most recent interim statements, if any, which
have been filed in a public record or otherwise published. The Corporation shall
be allowed a reasonable time to prepare such annual state-ments.
SECTION 5. AUTHORITY TO BIND THE CORPORATION
The Board of Directors, except as otherwise provided in the By-Laws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name and on behalf of the Corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent, or employee shall have any power
or authority to bind the Corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or to any amount.
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ARTICLE VII
INDEMNIFICATION, INSURANCE AND
OTHER ARRANGEMENTS
SECTION 1. INDEMNIFICATION
The Corporation shall indemnify its present or former Directors and officers,
employees, agents and other persons to the fullest extent permissible by, and in
accordance with the procedures contained in, Article 2.02-1 of the Texas
Business Corporation Act. Such indemnification shall not be deemed to be
exclusive of any other rights to which a director, officer, agent or other
person may be entitled, consistent with law, under any provision of the Articles
of Incorporation or By-Laws of the Corporation, any general or specific action
of the Board of Directors, the terms of any contract, or as may be permitted or
required by common law.
SECTION 2. INSURANCE AND OTHER ARRANGEMENTS
Pursuant to Section R of Article 2.02-1 of the Texas Business Corporation Act,
the Corporation may purchase and maintain insurance or another arrangement on
behalf of any person who is or was a director, officer, employee, or agent of
the Corporation or who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic Corporation, partnership,
joint venture, sole proprietor-ship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him or her and incurred by
him or her in such a capacity or arising out of his or her status as such a
person, whether or not the Corporation would have the power to indemnify him or
her against that liability under Article 2.02-1 of the Texas Business
Corporation Act.
ARTICLE VIII
SHARES OF STOCK OR OWNERSHIP
SECTION 1. CERTIFICATES
The Corporation shall issue certificates for its shares when fully paid.
Certificates of stock shall be issued in alphanumeric order and state that the
Corporation is organized under the laws of Texas; the name of the person to whom
issued; the number, class of shares, and the designation of the series, if any,
represented thereby; and the par value of each share represented thereby or that
the shares are without par value. They also shall contain any statement or
summary required by an applicable provision of the Texas Business Corporation
Act or applicable securities laws.
Every certificate for shares shall be signed in the name of the Corporation by
the President or a Vice-President, and either the Treasurer or the Secretary or
an Assistant Secretary.
SECTION 2. TRANSFER OF SHARES
Upon surrender to the Secretary or transfer agent of the Corporation of a
certificate for shares duly endorsed or accompa-nied by proper evidence of
succession, assignment, or authority to transfer, it shall be the duty of the
Secretary of the Corporation to issue a new certificate to the person entitled
thereto, to cancel the old certificate, and to record the transaction upon its
share register, subject to any applicable restrictions on transfer.
SECTION 3. CLOSING OF TRANSFER BOOKS AND RECORD DATE
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to receive a
distribution by the Corporation (other than a distribution involving a purchase
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or redemption by the Corporation of any of its own shares) or a share dividend,
or in order to make a determination of shareholders for any other proper
purpose, the Board may provide that the stock transfer books shall be closed for
a stated period not to exceed, in any case, sixty days. If the stock transfer
books are closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board may fix in advance a date
as the record date for any such determination of shareholders. Such record date
shall not, in any case, be more than sixty days and, in the case of a meeting of
shareholders, not less than ten days, prior to the date on which the particular
action requiring such determination of shareholders is to be taken.
ARTICLE IX
AMENDMENT OF BY-LAWS
SECTION 1. BY DIRECTORS
The Board of Directors may amend or repeal the By-Laws, or adopt new By-Laws,
unless:
1. The Articles of Incorporation or the Texas Business Corporation Act reserves
the power exclusively to the shareholders in whole or part; or
2. The shareholders in amending, repealing, or adopting a particular by-law
expressly provide that the Board of Directors may not amend that by-law.
SECTION 2. BY SHAREHOLDERS
Unless the Articles of Incorporation or a by-law adopted by the shareholders
provides otherwise as to all or some portion of the By-Laws, the shareholders
may amend, repeal, or adopt the By-Laws even though the By-Laws may also be
amended, repealed, or adopted by the Board of Directors.
CERTIFICATION
THE SECRETARY of the Corporation hereby certifies that the foregoing is a true
and correct copy of the By-Laws of the Corporation named in the title thereto
and that such By-Laws were duly adopted by the Board of Directors of said
Corporation on the date set forth below.
EXECUTED, this day of March 25, 1998.
/s/
J. Dan Sifford
Incorporator
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