UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Webstar Communications, Incorporated
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(Name of Small Business Issuer in its charter)
Nevada 88-0393584
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification
number)
236 S. Rainbow Blvd., Suite 483, Las Vegas, Nevada 89128
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (702) 363-0066
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: n/a
Name of exchange on which each class is to be registered: n/a
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Webstar Communications, Incorporated (the "Company" or the "Registrant")
was organized as a Nevada corporation on April 27, 1998, for the purpose of
providing full service web design and maintenance on the Internet. The
Company is dedicated to providing unique communications solutions in this
emerging medium. The Company bases its business on the principle that
technology is a tool to communicate ideas, information, and products or
services. To date, the Company has concentrated on marketing of its services
through the Internet and by word of mouth in the local Las Vegas, Nevada Area.
PRINCIPAL PRODUCTS AND MARKETS
Currently, the Company believes from the information gathered on the
Internet, that web page design and maintenance of web sites is in high demand
at this point in the Internet industry's development. As the number of web
pages on the Internet doubles every two months, there is more and more
development work to be done. The Company's goal as a web designer is to
determine the appropriate content for an online presence, incorporate
appealing graphics, copy, and present the page in such a way that the page
meets the marketing and informational objectives of the client. The Company
will use the content provided by the client and integrate it into a Web site.
The demand for small sites seems to be growing. Designing has become a
lucrative business for those who have the knowledge and ability to develop
sites quickly. The designer of a small site can expect to earn from $250 to
$5,000, while designers of larger sites can command fees of $25,000 to
$500,000, or even more. One factor which plays a major role in determining the
cost for designing a site is the time required to do so. Web sites can take
months to put together, depending on the form in which the client provides the
content for the site. The Company must estimate their time accurately in order
to provide a sound estimate for their clients about site preparation.
The Company will rely upon the talent of management for graphic
services to create web pages. Management's main focus will be to present
web pages with illustrations, graphic representations, and scanned photos. The
Company plans to out source the services of graphic artist for advanced
graphics and animations solutions.
The Company markets its products via the Internet and relies upon
word-of-mouth and referrals to help establish its client base. When the
Company is able to better identify and focus on more specific markets it will
adjust its distribution methods accordingly.
The Company intends to investigate other business opportunities in the
web page design industry, such as newly developed programs which can read the
user's browser type and display web sites according to a user's system and
preferences. The Company believes these systems would be valuable for effective
advertising. For example, when a Mac user visits a specific site, only
advertisements featuring Mac software may appear. On the other hand if the
customer is using a Windows-based machine, the advertisements would promote
Windows software. This is a cost-saving toll for the advertiser since payment
for the site may be based on the number of times the advertisement is served
up to a user.
METHODS OF DISTRIBUTION
Since November of 1998, the Company has maintained its web-site/online
service at http://www.wizard.com/webstar and e-mail at [email protected].
Currently, clients e-mail or call the company for personal consultation on web
page design.
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The Company is dependent upon advertising and publicity (via word of
mouth) to bring awareness of the Company's products to its potential
clientele.
The Company is able to advertise on the Web in the form of banner ads
appearing on other's web-sites that are hyper-linked to the Company's web-
site. The Company will use on-line advertising provided free by its Internet
provider as its primary source of advertising.
The Company relies upon word-of-mouth and referrals to help establish its
client base. To date, the Company has generated a large portion of its client
base from these referrals. When the Company is able to better identify and
focus on more specific markets it will adjust its distribution methods
accordingly. At such time as the Company has built its market profile, it
anticipates advertising through direct mail.
SUPPLIERS
The Company uses retail computer outlet stores, such as Computer City,
Computer Warehouse and Mirage Computers, Inc., for the purchases of the latest
software technology in graphic design and Internet communications.
COMPETITION
Companies such as Internet Design Solutions, Vegas Page Master, PGR
International, Webster's, Inc., AM Business Services, and 808 Designs, are
anticipated to give the Company direct competition in the Greater Las Vegas
Area. Competition from the industry is anticipated from such Internet services
as, AGENCY.COM, NETCOM, ELECTRIC-PAGES, as well as all the major software
manufacturers who offer web page building software and services.
The Company's competitors in the Las Vegas area will include national and
local Internet Service Providers and webmaster. Two local providers
@wizard.com and InterMind offer web page design as a service. Both companies
have substantial resources to compete with the company. Most local Internet
Providers offer web page design, layout and construction as a service, not a
major revenue source. Generally, these providers charge by the page and an
installation charge.
The Company believes it has four competitive advantages:
(A) Price. The Company believes pricing to be one advantage. The Company
believes that the national competitors in the industry must advertise on
national Internet home pages with banner advertising and Media advertising to
attract customers. These expenditures of advertising increase the cost of
services offered. These cost margins for national competitors will give the
Company the ability to compete on price. Also, the Company believes lower
overhead costs will give the Company another advantage in pricing.
The Company has no plans to compete with the "generic type" web page
companies that can be found through a time consuming process on the Internet.
Many of these competitors advertise commercial deluxe web sites for as low as
$350. However, the consumer usually does not understand that there are hidden
costs, such as monthly services fees, web site setup fees and many other
charges. The Company plans to build its future on competitive pricing with
excellent service and maintenance of the client's sites.
The Company's market strategy will be to introduce three types of web
sites. The pricing of which will be as follows:
Personal Web Page starting at: $250
Small Business/Home Pages starting at: $500
Commercial Pages starting at: $750
<PAGE> 2
More intracately designed pages will be charged on a hourly rate as
follows:
HTML planning and design $40/hour
Art $60/hour
CGI/Java Programming $75/hour
Marketing, Presentation $40/hour
Training for client:
HTML $60/hour
Art $100/hour
Graphic Conversion/ Scanning $5 per image
Minor page modifications are provided free for 30 days. Thereafter,
modifications are provided at a hourly rate of $40.00, unless, graphic design
is desired.
(B) Service. The Company will introduce three types of web pages:
Personal, Small Business/Home and Commercial. This marketing strategy will give
both individual and local businesses the flexibility and freedom to design and
build a Web presence that's most appropriate for their needs. The ability to
offer a one on one setting to the client will be to the advantage of the
Company, vs. e-mail correspondence, which national competitors can only
provide.
(C) Quality. The Company realizes that the success of any business is
dependent on the quality of its products and services. The Company believes
that "you get what you pay for." By offering quality products and competitive
prices, management believes it will increase business as well as the
profitability of the Company, and have an advantage over competitors who
advertise commercial deluxe web sites for low, low prices. The quality of
Graphic techniques and the talents of management will play a vital role in the
creative design and presentation that will portray the individual client's
needs.
(D) Efficiency. The Company feels that time efficiency will be an
important factor to many of the potential clients. Management believes being
able to produce a creative web page as directed by the input and conceptual
design of each individual client in a timely manner will be an important
ingredient to the success of the Company.
EMPLOYEES
The Company currently has only one employee, its President, Tracy J.
Nelson. Mr Nelson does not devote his full attention to the affairs of the
Company. As growth of the Company continues, additional employees will be
added when necessary.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
GENERAL
The Company currently operates at 236 S. Rainbow Bl., Suite 483, Las
Vegas, Nevada 89128. The Company's principal business is providing
web page design and maintenance on the Internet.
To date, the Company has only received $580 in revenues from operations.
During the next twelve months the Company's plan of operation is to introduce
its web page design to various markets and hopefully achieve a certain amount
of market penetration in one or more of these markets by achieving a client
base. The Company intends to continue to develop its web page design
capabilities to suit its market as it is better able to delineate and focus on
its goals.
<PAGE> 3
The Company believes that the funds it raised in its offering in August
of 1998 ($51,250 in gross proceeds), which are largely not yet expended, will
be sufficient to provide for the foregoing cash requirements for day to day
operations in the next twelve months, as well as provide for costs of
implementing its marketing strategies. Of those funds, the Company has
budgeted approximately $29,000 to cover the costs associated with establishing
its client base, advertising, purchase of supplies and equipment associated
with the web page design industry, and hopefully some limited market
penetration. There is no guarantee that the budgeted funds will be sufficient
to achieve these goals. The Company has no plans for any purchases of
significant equipment or property, nor are there plans for additional employees
until or unless warranted due to business needs. Management believes that it
will not achieve profitability until it is able to realize approximately $5,000
in gross sales per month. The Company has no guarantee that it will be able to
achieve this goal in the next twelve months.
If the Company does not succeed in seeing limited revenues or, at a
minimum, the potential of limited revenues, in the next twelve months, it may
be forced to discontinue operations unless it is able to raise sufficient
capital to continue pursuing its business plan. Management is not experienced
in developmental companies and may not have estimated its needs for
advertising and associated expenses in acquiring a client base accurately.
The Company may require additional funds and time to achieve these goals.
Even if the Company begins generating revenues, it could require additional
funding for expansion. It may be difficult for the Company to succeed in
securing additional financing. The Company may be able to attract some private
investors, or officers and directors may be willing to make additional cash
contributions, advancements or loans. Or, in the alternative, the Company
could attempt some form of debt or equity financing. However, there is no
guarantee that any of the foregoing methods of financing would be successful.
If the Company fails to achieve at least a portion of its business goals in
the next twelve months with the funds available to it, there is substantial
uncertainty as to whether it will continue operations.
PLAN OF OPERATION
During the next twelve months, the Company's plan of operation is to look
to further expansion on the World Wide Web,(WWW), where some 50 million
potential customers are looking to find the products and services they need.
The Company believes the World Wide Web could become the greatest resource for
the Company's future growth and expansion.
The Company's plans include modifying its web site. Management looks to
include an on-line ordering service and to offer a secured site to increase
the Company's on-line e-commerce. The Company intends to continue to develop
its advertising concept on the Web which is currently represented in the form
of banner ads.
During the next twelve months, the Company's cash requirements will
include its lease payments on the Company's office space in Las Vegas, Nevada,
as well as miscellaneous overhead. Management believes that the Company's
existing cash resources and cash generated from operations will be sufficient
to fund the Company's ongoing operations through the remainder of 1999 and be
sufficient to provide for the foregoing cash requirements for day to day
operations in the next twelve months. There is no guarantee that the budgeted
funds will be sufficient to achieve these goals. Management believes that it
will not achieve profitability until it is able to realize approximately
$5,000 in gross sales per month. The Company has no guarantee that it will be
able to achieve this goal in the next twelve months.
The Company may require additional funds and time to achieve these goals.
Even if the Company begins generating revenues, it could require additional
funding for expansion. The Company may find it difficult to succeed in
securing additional financing. The Company may be able to attract some
private investors, or an officer and/or director may be willing to make
additional cash contributions, advancements or loans. Or, as an alternative,
the Company could attempt some form of debt or equity financing.
<PAGE> 4
YEAR 2000 ISSUES
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The Company has conducted a comprehensive review of its computer and
telephone to identify the systems that could be affected by the Year 2000
issue and is developing an implementation plan to resolve the issue.
The issue pertains to whether or not computer systems will properly
recognize date-sensitive information when the year changes to 2000. Systems
that do not properly recognize such information could generate erroneous data
or cause a system to fail. The company is heavily dependent on computers and
the Internet in the conduct of its business activities.
The Company has identified three areas which could be affected by the
Year 2000 issue: computer systems, Internet services, and telephone systems.
A. Computer Systems
The Company uses a variety of computer software packages to operate
the business, the majority of which are Internet related in design, graphics
and operations. The Company has reviewed the software it uses (i.e., Microsoft
Office with the upgrade to Microsoft Office 2000 and related programs) and has
been assured by Microsoft Corporation that the products that it uses are new
enough to not be affected by any Year 2000 issues.
B. Internet Service
@wizard.com, the Company's Internet provider, assures the Company
that their computer systems will not be affected by any Y2K issues.
@wizard.com, located in Las Vegas, Nevada, uses Sprint, which uses a Nortel DMS
100 system which will accommodate all Y2K issues.
C. Telephone Systems
The Company uses the only local carrier in Las Vegas, Sprint, for
its telephone system. Sprint uses a Nortel DMS 100 system which will
accommodate Y2K issues.
The Company will experience no additional costs to upgrade or
modify the phone systems to accommodate any Year 2000 issues.
Based on the review of the computer systems, management does not believe
the cost of remediation will be material to the Company's financial position
and result of operations.
ITEM 3. DESCRIPTION OF PROPERTY
The Company maintains a monthly rental with an organization from which
it rents an address/postal box and telephone answering service. The annual
rental on this space is approximately $90 and includes the use, when
available, of a small desk area. The Company has not signed a lease on this
space but has prepaid the rental through April of 1999. The Company utilizes a
portion of its Secretary's home (1906 Citroen Street, Las Vegas, NV 89122) for
web page design and maintenance.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 26,
1999, with respect to the beneficial ownership of the common stock by each
officer and director of the Company, each person (or group of persons whose
shares are required to be aggregated) known to the Company to be the
beneficial owner of more than five percent (5%) of the common stock, and all
such directors and executive officers of the Company as a group. Unless
otherwise noted, the persons named below have sole voting and investment power
with respect to the shares shown as beneficially owned by them.
<PAGE> 5
Title of Name and Address Amount & Nature Percent of
Class of Beneficial Owner of Beneficial Owner Class
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Common Tracy J. Nelson<F1> 100,000<F2> 24.7%
P.O. Box 988
Logandale, NV 89021
Common MaryAnn Coleman<F1> 100,400<F3> 24.8%
1906 Citron Street
Las Vegas, NV 89122
Common D. Mihran Freeland 28,000 6.9%
1623 E. Fremont Street
Las Vegas, NV 89101
Common Dennis and Marci Evans 28,000<F4> 6.9%
6357 Vicuna Drive
Las Vegas, NV 89102
Common Barbara and James Hofert 22,000<F5> 5.4%
7380 Cameron Street
Las Vegas, NV 89129
Common All Officers and Directors 200,000<F2> 49.4%
as a Group (2 Persons)
<F1> An Officer and Director of the Company.
<F2> These shares are restricted.
<F3> 100,000 of these shares are held in the name of MaryAnn Coleman, an
officer and director of the Company, and are restricted. 400 shares
are held in the name of Kevin Coleman, spouse of MaryAnn Coleman.
<F4> 8,000 shares are held in the name of Dennis Evans and 20,000 shares are
held in the name of Marci Evans. Dennis and Marci Evans are married.
<F5> 20,000 shares are held in the name of Barbara Hofert and 2,000 shares
are held in the name of James Hofert. The Company believes that
Barbara and James Hofert are married.
CHANGES IN CONTROL
The Company has no arrangements which might result in a change in
control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the directors and executive officers of
the Company, their ages, and all positions with the Company.
Name Age Position
____________________________________________________________________________
Tracy J. Nelson 35 President, Chief Executive Officer,
Chief Financial Officer and a
Director
MaryAnn Coleman 33 Secretary/Treasurer and a Director
Mr. Tracy J. Nelson has served as President, Chief Executive Officer,
Chief Financial Officer, and Director of the Company since April 27, 1998. Mr.
Nelson graduated from Southern Nevada Vocational Technical Center in 1980. From
1990 to 1993, Mr. Nelson was employed by Excalibur Hotel/Casino in Las Vegas,
Nevada, as an engineer. He developed the computerized Key/Lock Program for
tracking the issuance and maintenance for the hotel property. Mr. Nelson has
extensive experience with computerized guest entry systems and electronic
access. In 1997, Mr. Nelson served as Secretary/Treasurer for Preferred
Resources, Inc. in Las Vegas, Nevada. From 1993 to current, Mr. Nelson was
employed by Luxor Hotel/Casino in Las Vegas, Nevada, as a Supervisor Engineer.
Mr Nelson was directly over the development and set up of all data base
systems for the Engineering & Lock Maintenance Program for the hotel property.
<PAGE> 6
Ms. Mary Ann Coleman has served as the Secretary and Director of the
Company since April 27, 1998. From 1982 to 1983, Ms. Coleman attended Brigham
Young University studying General Business. From 1991 to 1992, Ms. Coleman
worked as a Rapid Extractions Computer Operator in Salt Lake City, Utah. From
1994 to 1996, Ms. Coleman was Treasurer and a Director for Gem Source, Inc.
Along with her management responsibilities for Gem Source, she developed
the art layout and design of the company advertising campaign, and served as
the company's in house graphic artist. From 1999 to current, Ms. Coleman is
employed by Reno Airline based in Las Vegas, Nevada, as a Reservations Sales
Agent.
FAMILY RELATIONSHIPS
There are no family relationships among the Company's directors and/or
executive officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of management's knowledge, during the past five years, no
present or former director or executive officer of the Company:
(1) Has filed a petition under federal bankruptcy laws or any state
insolvency law, had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which she was a general partner at or within two years before the time of such
filing, or any corporation or business association of which she was an
executive officer at or within two years before the time of such filing;
(2) Was convicted in a criminal proceeding or named the subject of a
pending criminal proceeding (excluding traffic violations and other minor
offences);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining her from or otherwise
limiting her involvement in any type of business, securities or banking
activities; or
(4) Was found by a court of competent jurisdiction in a civil
action, by the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated any federal or state securities law.
ITEM 6. EXECUTIVE COMPENSATION
The following table sets forth the compensation received by the Company's
President since inception in April of 1998. There are no other officers
of the Company who have been paid any compensation.
SUMMARY COMPENSATION
Name and Principal All other
Position Year Compensation
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Tracy Nelson 1998 -0-<F1>
President
<F1> The Company intends to compensate Mr. Nelson $1,000 per month at
such time as the Company actually commences conducting substantive business.
No additional compensation in any other form has been paid nor is there
currently any plan or arrangement for future compensation.
<PAGE> 7
OPTIONS/SAR GRANTS
There were no stock options or stock appreciation rights granted to any
executive officer since its inception through the present date.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END
OPTION/SAR VALUE TABLE
Not applicable.
LONG TERM INCENTIVE PLANS
There are no long term incentive plans in effect and therefore no awards
have been given to any executive officer in the past year.
COMPENSATION OF DIRECTORS
The Company pays no fees to members of the Company's Board of Directors
for the performance of their duties as directors. The Company has not
established committees of the Board of Directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS
The Company has no employment contracts in effect with any of the members
of its Board of Directors or its executive officers nor are there any
agreements or understandings with such persons regarding termination of
employment or change-in control arrangements.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no material transactions in the past two years or
proposed transactions to which the Company has been or proposed to be a party
in which any officer, director, nominee for officer or director, or security
holder of more than 5% of the Company's outstanding securities is involved.
The Company has no promoters other than its President, Tracy J. Nelson.
There have been no transactions which have benefitted or will benefit Mr.
Nelson either directly or indirectly.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings and,
to the best of its knowledge, no such action by or against the Company has
been threatened. None of the Company's officers, directors, or beneficial
owners of 5% or more of the Company's outstanding securities is a party
adverse to the Company nor do any of the foregoing individuals have a material
interest adverse to the Company.
Item 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company has no public trading market for its common stock. Although
the Company intends to seek a quotation for its common shares on the Over-the-
Counter Bulletin Board in the future, there is no assurance the Company will
do so, nor is there any assurance that should the Company succeed in obtaining
a listing for its securities on the OTC Bulletin Board or on some other
exchange, that a trading market for the Company's stock will develop. There
are no outstanding options, warrants to purchase, or securities convertible
into common equity of the Company outstanding. The Company has not agreed to
register any shares of its common stock for any shareholder.
<PAGE> 8
STOCKHOLDERS
The Company's transfer agent, Pacific Stock Transfer Company, confirms
that as of September 28, 1998, there were 49 shareholders of record.
DIVIDENDS
To date, the Company has not paid any dividends on its common stock. The
payment of dividends, if any, in the future is within the discretion of the
Board of Directors and will depend upon the Company's earnings, its capital
requirements and financial condition, and other relevant factors. The Board
does not intend to declare any dividends in the foreseeable future, but
instead intends to retain all earnings, if any, for use in the Company's
business operations. Under Nevada Corporate Law, dividends may be paid out of
surplus or, in case there is no surplus, out of net profits for the fiscal
year in which the dividend is declared and/or the proceeding fiscal year.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On April 28, 1998, in connection with its organization, the Company sold
200,000 shares of its common stock to two investors at $.05 per share pursuant
to Section 4(2) of the Securities Act of 1933. These securities were issued as
follows: 100,000 shares to Tracy J. Nelson in exchange for cash payment of
$5,000.00; and 100,000 shares to Mary Ann Coleman in exchange for cash payment
of $5,000.00. There were no underwriting discounts or commissions involved in
the sale of these securities.
The Company undertook a public offering which commenced August 12, 1998
and terminated on September 11, 1998, the Company sold an aggregate of
205,000 shares. These shares were issued to non-affiliates, and is therefore
free trading. The Company has a total of 47 investors at a sales prices of $.25
per share pursuant to an exemption from registration provided by Regulation D,
Rule 504. All of the 205,000 shares were issued in reliance on the federal
exemption from registration under Rule 504 of Regulation D and for which a
Form D was filed with the U.S. Securities Exchange Commission (the "SEC") on
September 21, 1998. These securities were sold for cash. There were no
underwriting discounts or commissions involved in the sale of these
securities.
ITEM 11. DESCRIPTION OF SECURITIES
The Company is presently authorized to issue 25,000,000 shares of common
stock, $.001 par value per share. The Company presently has 405,000 shares of
common stock outstanding. The holders of common stock (i) have equal ratable
rights to dividends from funds legally available therefore, when, as and if
declared by the Board of Directors of the Company; (ii) are entitled to share
ratably in all of the assets of the Company available for distribution or
winding up of the affairs of the Company; (iii) do not have preemptive
subscription or conversion rights and there are no redemption or sinking fund
applicable thereto; and (iv) are entitled to one non-cumulative vote per
share, on all matters which Shareholders may vote on at all meetings of
Shareholders.
NON-CUMULATIVE VOTING
The holders of Shares of common stock of the Company do not have
cumulative voting rights which means that the holders of more than fifty
percent (50%) of such outstanding Shares, voting for the election of
directors, can elect all of the directors to be elected, if they so choose,
and, in such event, the holders of the remaining Shares will not be able to
elect any of the Company's directors.
<PAGE> 9
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
A. Indemnification provided by statute:
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Sections 78.037, 78.295, 78.300, 78.7502, 78.751 and 78.752 of the
Nevada Revised Statutes offer limitation of liability protection for officers
and directors and/or indemnification protection of officers, directors,
employees and agents of the Company, and provide as follows:
NRS 78.037 Articles of incorporation: Optional provisions. The articles of
incorporation may also contain:
1. A provision eliminating or limiting the personal liability of a
director or officer to the corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but such a provision
must not eliminate or limit the liability of a director or officer for:
(a) Acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law; or
(b) The payment of distributions in violation of NRS
78.300.
2. Any provision, not contrary to the laws of this state, for the
management of the business and for the conduct of the affairs of the
corporation, and any provision creating, defining, limiting or regulating
the powers of the corporation or the rights, powers or duties of the
directors, and the stockholders, or any class of the stockholders, or the
holders of bonds or other obligations of the corporation, or governing the
distribution or division of the profits of the corporation.
NRS 78.295. Liability of directors for declaration of distributions. A director
is fully protected in relying in good faith upon the books of account of the
corporation or statements prepared by any of its officials as to the value and
amount of the assets, liabilities or net profits of the corporation, or any
other facts pertinent to the existence and amount of money from which
distributions may properly be declared.
NRS 78.300 Liability of directors for unlawful distributions.
1. The directors of a corporation shall not make distributions to
stockholders except as provided by this chapter.
2. In case of any willful or grossly negligent violation of the
provisions of this section, the directors under whose administration the
violation occurred, except those who caused their dissent to be entered
upon the minutes of the meeting of the directors at the time, or who not
then being present caused their dissent to be entered on learning of such
action, are jointly and severally liable, at any time within 3 years after
each violation, to the corporation, and, in the event of its dissolution
or insolvency, to its creditors at the time of the violation, or any of
them, to the lesser of the full amount of the distribution made or of
any loss sustained by the corporation by reason of the distribution
to stockholders.
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors,
employees and agents: General provisions.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
<PAGE> 10
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys fees actually
and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests
of the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys fees, actually and
reasonably incurred by him in connection with the defense.
NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses.
1. Any discretionary indemnification under NRS 78.7502 unless ordered
by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding;
(c) If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not
parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
2. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must
be paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be entitled
under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
<PAGE> 11
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless ordered
by a court pursuant to NRS 78.7502 or for the advancement of expenses
made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
NRS 78.752. Insurance and other financial arrangements against liability of
directors, officers, employees and agents.
1. A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against him and liability and expenses incurred
by him in his capacity as a director, officer, employee or agent, or
arising out of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.
2. The other financial arrangements made by the corporation pursuant
to subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.
(d) The establishment of a letter of credit, guaranty or
surety.
No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud or a knowing violation of law, except with respect to
the advancement of expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any
other person approved by the board of directors, even if all or part of
the other person s stock or other securities is owned by the corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section and the choice of
the person to provide the insurance or other financial arrangement is
conclusive; and
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to
personal liability for his action, even if a director approving
the insurance or other financial arrangement is a beneficiary of
the insurance or other financial arrangement.
5. A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this section is
not subject to the provisions of Title 57 of NRS.
B. Indemnification provided by the Articles of Incorporation
- --------------------------------------------------------------
The NINTH article of the Company's Articles of Incorporation limits the
liability exposure of officers and directors of the Company for damages. It
provides as follows: No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders for damages
<PAGE> 12
for breach of fiduciary duty as a director or officer involving any act or
omission of any such director of officer; provided however, that the foregoing
provision shall not eliminate or limit the liability or a director or officer
(i) for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of
this Article by the stockholders of the Corporation shall be prospective only
and shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts of omissions prior to such
repeal or modification.
C. Indemnification provided by the By-Laws of the Company
- -----------------------------------------------------------
Article VII, INDEMNIFICATION, of the Company's By-Laws provides for
the following indemnification protections: Except as hereinafter stated
otherwise, the Corporation shall indemnify all of its officers and directors,
past, present and future, against any and all expenses incurred by them, and
each of them including but not limited to legal fees, judgments and penalties
which may be incurred, rendered or levied in any legal action brought against
any or all of them for or on account of any act or omission alleged to have
been committed while acting within the scope of their duties as officers or
directors of this Corporation.
As of the date hereof, the Company has no contracts in effect
providing any indemnitee with any specific rights of indemnification although
the Company's bylaws authorize its Board of Directors to enter into and
deliver such contracts to provide an indemnitee with specific rights of
indemnification in addition to the rights provided in the Articles and Bylaws
to the fullest extent provided under Nevada law. The Company has no special
insurance against liability although the Company's bylaws provide that the
Company may, unless prohibited by Nevada law, maintain such insurance.
ITEM 13. FINANCIAL STATEMENTS
<PAGE> 13
WEBSTAR COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE> 14
TABLE OF CONTENTS
Page Number
ACCOUNTANT'S REPORT 1
FINANCIAL STATEMENT:
Balance Sheet 2
Statement of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to the Financial Statements 6
<PAGE> 15
DAVID E. COFFEY 3651 Lindell Rd. - Suite H Las Vegas, NV 89103
CERTIFIED PUBLIC ACCOUNTANT (702) 871-3979
To the Board of Directors and Stockholders
of Webstar Communications, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Webstar Communications,
Inc. (a development stage company) as of December 31, 1998 and the related
statements of operations, cash flows and changes in stockholders' equity for
the period from April 23, 1998 (date of inception) to December 31, 1998. These
financial statements are the responsibility of Webstar Communications, Inc.'s
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit of the financial statements
provide a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present fairly, in
all material respects, the financial position of Webstar Communications, Inc.
as of December 31, 1998 and the results of operations, cash flows and changes
in stockholders' equity for the period then ended in conformity with generally
accepted accounting principles.
/s/DAVID COFFEY C.P.A.
David Coffey C.P.A.
March 5, 1999
<PAGE> 16
WEBSTAR COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash $ 52,290
Organizational costs, less accumulated
amortization of $24 161
------
Total Assets $ 52,451
======
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable:
Stockholder $ 185
Trade 0
---
Total Liabilities 185
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.001 par value, issued and outstanding
405,000 shares 405
Additional paid-in capital 52,882
Deficit accumulated during
the development stage (1,021)
------
Total Stockholders' Equity 52,266
Total Liabilities and Stockholders' Equity $ 52,451
======
The accompanying notes are an integral part of
these financial statements.
-2-
<PAGE> 17
WEBSTAR COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR PERIOD ENDED FROM April 27, 1998
To December 31, 1998
Sales $ 580
Expenses:
Amortization 24
Licenses and fees 664
Office expenses 213
Telephone 150
Web site expenses 550
-----
Total expenses 1,601
Net loss (1,021)
Retained earnings,
beginning of period 0
Deficit accumulated during
the development stage $ (1,021)
=====
The accompanying notes are an integral part of
these financial statements.
-3-
<PAGE> 18
WEBSTAR COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD From April 27, 1998 (Date of Inception)
To December 31, 1998
Additional
Common Stock Paid-in
Shares Amount Capital Total
------- ------ ------- -----
Balance,
April 27, 1998 --- $ -- $ --- $ ---
Issuance of common
stock for cash 405,000 405 60,845 61,250
Less offering costs 0 0 (7,963) (7,963)
Less net loss 0 0 0 (1,021)
------- -- ------ ------
Balance,
December 31, 1998 405,000 $ 405 $ 52,882 $ 52,266
======= === ====== ======
The accompanying notes are an integral part of
these financial statements.
-4-
<PAGE> 19
WEBSTAR COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
From April 27, 1998
To December 31, 1998
CASH FLOWS USED BY OPERATING ACTIVITIES
Net loss $ (1,021)
Noncash items included in net loss
Amortization 24
Increase in accounts payable 185
-----
NET CASH PROVIDED BY
OPERATING ACTIVITIES (812)
CASH FLOWS USED BY INVESTING ACTIVITIES
Organizational costs 185
---
NET CASH USED BY
INVESTING ACTIVITIES 185
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 405
Additional paid-in capital 60,845
Less offering costs (7,963)
------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 53,287
NET INCREASE IN CASH 52,290
CASH AT BEGINNING OF PERIOD ---
------
CASH AT END OF PERIOD $ 52,290
======
The accompanying notes are an integral part of
these financial statements.
-5-
<PAGE> 20
WEBSTAR COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on April 27, 1998 under the laws of the
state of Nevada. The business purpose of the Company is to market
services to commercial enterprises and individual users of the
Internet.
The Company will adopt accounting policies and procedures based upon
the nature of future transactions.
NOTE B ORGANIZATION COSTS
Organization costs are capitalized and amortized over 60 months.
NOTE C OFFERING COSTS
The offering costs which were incurred by the Company in connection
with a public stock offering were deducted from the net proceeds of
that offering.
NOTE D COMMON STOCK
The Company sold 200,000 shares of restricted common stock for $10,000
or $.05 per share and completed a public stock offering and sold
205,000 shares of its common stock for $51,250 or $.25 per share. The
net proceeds of that offering will be used to market services to
commercial enterprises and individual users of the Internet.
NOTE E RELATED PARTY TRANSACTIONS
The Company has agreed to reimburse one of its stockholders $185 for
expenses that were advanced by the stockholder in connection with the
formation of the Company.
-6-
<PAGE> 21
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company's former principal independent accountant, S.J. Meyer & Co.,
which audited the Company's financial statements as of April 30, 1998, and for
the period from inception on April 27, 1998 through April 30, 1998, was
replaced on May 29, 1998. The former accountant's report on such financial
statements, dated May 28, 1998, did not contain an adverse opinion, or
disclaimer of opinion, nor was it modified to as to uncertainty, audit scope
or accounting principles.
The decision to change accountants was approved by the Board of
Directors. There were no disagreements with the former accountants on any
matter of accounting principles or practices, financial disclosure or auditing
scope.
The Company's new accountant is David E. Coffey, Certified Public
Accountant and was engaged on September 22,1998.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Company's financial statements for the period from inception to
December 31, 1998 are included herein under Item 13 of this Registration
Statement.
(b) The following exhibits are furnished as required by Item 601 of Regulation
S-B.
Exhibit No. Description
3.0 Certificate of Incorporation of Webstar Communications,
Incorporated consisting of Articles of Incorporation filed with
the Secretary of State of the State of Nevada on April 27,
1998, filed with SEC in this Registration Statement.
3.1 By-Laws of Webstar Communications, Incorporated, dated April
28, 1998, are attached hereto, filed with SEC in this
Registration Statement.
4.0 Common Stock certificate, filed with SEC in this Registration
Statement.
27.0 Financial Data Schedule for the period ending 12/31/98, filed
with the SEC in this Registration Statement.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
Webstar Communications, Incorporated
(Registrant)
Date: March 29, 1999 By:/s/ TRACY J. NELSON
--------------------------------
Tracy J. Nelson
President, Chief Executive Officer and
Director
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that WEBSTAR COMMUNICATIONS, INC. did on April 27,1998, file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in. Las-Vegas, Nevada, on April 27, 1998.
Secretary of State
/S/ Dean Heller
By
/S/ Shoynee Davis
Certification Clerk
<PAGE>
[Filed stamped as follows: "Filed in the office of the Secretary of State of
the State of Nevada, April 27, 1998"]
ARTICLES OF INCORPORATION
OF
WEBSTAR COMMUNICATIONS, INC.
FIRST. The name of the corporation is:
WEBSTAR COMMUNICATIONS, INC.
SECOND. Its registered office in the State of Nevada is located at 5015
W. Sahara Ave., # 184, Las Vegas, Nevada 89102, that this Corporation may
maintain an office, or offices, in such other place within or without the
State of Nevada as may be from time to time designated by the Board of
Directors, or by the By-Laws of said Corporation, and that this Corporation
may conduct all Corporation business of every kind and nature, including the
holding of all meetings of Directors and Stockholders, outside the State of
Nevada as well as within the State of Nevada.
THIRD, The objects for which this Corporation is formed are: To engage in
any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be
conferred upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers,
when not inconsistent with the purposes and objects for which this corporation
is organized.
(C) Shall have power to have succession by its corporate name for
the period limited in its certificate or articles of incorporation, and when
no period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have the power to effect litigation in its own behalf and
interest in any court of law.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal
estate and mortgage or lease any such, real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory or country.
(G) Shall have power to appoint such officers and agents as the
affairs of the corporation shall require, and to allow them suitable
compensation.
-1-
<PAGE>
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the
transfer of its stock, the
transaction of its business, and the calling and holding of meetings of its
stockholders.
(I) Shall have power to dissolve itself.
(J) Shall have power to adopt and use a common seal or stamp, and
alter the same. The use of a seal or stamp by the corporation on any corporate
documents is not necessary. The corporation may use a seal or stamp, if it
desires, but such use or nonuse shall not in any way affect the legality or
the document.
(K) Shall have power to borrow money and contract debts when
necessary for the transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, of for any other lawful purpose of
its incorporation; to issue bonds, promissory notes, bills or exchange,
debentures, and other obligations and evidences of indebtedness, payable at a
specified time or times, or payable upon the happening of a specified event or
events, whether secured by mortgage, pledge or otherwise, or unsecured, for
money borrowed, or in payment for property purchased, or acquired, or for any
other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created
by, any other corporation or corporations of the State of Nevada, or any other
state or government, and, while owners of such stock, bonds, securities or
evidences of indebtedness, to exercise all the rights, powers and privileges
of ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of
its own capital stock and use therefor its capital, capital surplus, surplus,
or other property or fund.
(N) Shall have power to conduct business, have one or more offices,
and hold, purchase mortgage and convey real and personal property in the State
of Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and foreign
countries.
(0) Shall have power to do all and everything necessary and proper
for the accomplishment of the objects enumerated in its certificate or
incidental to the
-2-
<PAGE>
protection and benefit of the corporation, and, in general to carry on any
lawful business necessary or incidental to the attainment of the objects of
the corporation, whether or not such business is similar in nature to the
objects set forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited,
or joint ventures in connection with any lawful activities.
FOURTH. The aggregate number of shares the corporation shall have
authority to issue shall be TWENTY FIVE MILLION (25,000,000) shares of common
stock, par value one mil ($.001) per share, each share of common stock having
equal rights and preferences, voting privileges and preferences.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and post office address of the first Board of Directors
shall be one (1) in number and listed as follows:
NAME ADDRESS
Tracy J. Nelson 1231Bunnell Ave.
Logandale, Nevada 89021
SIXTH. The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
NAME ADDRESS
Progressive Management & Consulting, Inc. 5015 W. Sahara Ave., # 184
Las Vegas, Nevada 89102
-3-
<PAGE>
EIGHTH. The resident agent for this corporation shall be:
PROGRESSIVE MANAGEMENT & CONSULTING, INC.
The address of said agent, and the registered or statutory address of this
corporation in the State of Nevada shall be:
5015 W. Sahara Ave., # 184
Las Vegas, Nevada 89102
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter of amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one
(1) or more committees, each committee to consist of one or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
or in the By-Laws of the Corporation, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation. Such committee, or committees shall have such name, or names as
may be stated in the By-Laws of the Corporation, or as may be determined from,
time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting
power given at a Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of the
voting stock issued and outstanding, the Board of Directors shall have power
and authority at any meeting to sell, lease or exchange all of the property
and assets of the Corporation, including its good will and its corporate
-4-
<PAGE>
upon such terms and conditions as its Board of Directors deems expedient and
for the best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or
other securities convertible into stock may be issued or disposed of by the
Board of Directors to such persons and on such terms as in its discretion it
shall deem advisable.
TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director of officer; provided however, that the foregoing provision shall
not eliminate or limit the liability or a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation
of law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts of omissions prior to such repeal or
modification.
THIRTEENTH, This Corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
-5-
<PAGE>
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose
of forming a Corporation pursuant to the General Corporation Law of the State
of Nevada, do make and file these Articles of Incorporation, hereby declaring
and certifying that the facts herein stated are true, and accordingly have
hereunto set my hand this 27th day of April, 1998.
/s/DENNIS D. EVANS
Dennis D. Evans
STATE OF NEVADA)
COUNTY OF CLARK)
On this 27th the day of April, 1998, in Las Vegas, Nevada before me, the
undersigned, a Notary Public in and for State of Nevada personally appeared
Dennis D. Evans, Known to me to be the person whose name is subscribed to the
foregoing document and acknowledged to me that he executed the same.
/s/ REBECCA ANN GREEN
Rebecca Ann Green
Notary Public
-6-
<PAGE>
[Filed stamped as follows: "Filed in the office of the Secretary of State of
the State of Nevada, April 27, 1998"]
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF WEBSTAR COMMUNICATIONS, INC.
I, Progressive Management & Consulting, Inc., do hereby certify that on
the 27th day of April, 1998, I accepted the appointment as Resident Agent of
the above-entitled corporation in accordance with Sec. 78.090, NRS 1957.
Furthermore, That the Principal office in this state is located at 5015
W. Sahara Ave., # 184, City of Las Vegas 89102, County of Clark, State of
Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of April
1998.
PROGRESSIVE MANAGEMENT & CONSULTING, INC.
By: /s/ PROGRESSIVE MANAGEMENT & CONSULTING, INC.
Progressive Management & Consulting, Inc.
Resident Agent
BY LAWS
OF
WEBSTAR COMMUNICATIONS, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the
Corporation shall be located in the City of Las Vegas, Nevada, Clark County.
SECTION 2. OTHER OFFICES. In addition to the principal office at
5015W. Sahara Ave., #184, Las Vegas, Nevada 89102 other offices may also be
maintained at such other place or places, either within or without the State
of Nevada, as may be designed from time to time by the Board of Directors,
where meetings of the stockholders and of the Directors may be held with the
same effect as though done or held at said principal office.,
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders,
commencing with the year 1998, shall be held at the registered office of the
corporation, or at such other place as may be specified or fixed in the notice
of such meetings in the month of or the month preceding the due date of the
annual list of the officers and directors of the corporation at such time as
the shareholders shall decide, for the election of directors and for the
transaction of such other business as may properly come before said meeting.
SECTION 2. NOTICE OF ANNUAL MEETINGS. The Secretary shall mail, in
the manner provided in Section 5 of Article II of these Bylaws, or deliver a
written or printed notice of each annual meeting to each stockholder or
record, entitled to vote thereat, or may notify by telegram, as least ten and
not more than sixty (60) days before the date of such meeting.
SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate
any place either within or without the State of Nevada as the place of meeting
for annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all stockholders may designate
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any place either within or without the State of Nevada, as the place for the
holding of such meeting. If no designation is made, or it a special meeting be
otherwise called, the place of meeting shall be the principal office of
Corporation in the State of Nevada, except as otherwise provided in Section 6,
Article 11 of these Bylaws, entitled "Meeting of All Stockholders".
SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders
shall be held at the principal office of the Corporation or at such other
place as shall be specified or fixed in a notice thereof. Such meetings of the
stockholders may be called at any time by the President or Secretary, or by a
majority of the Board of Directors then in office, and shall be called by the
President with or without Board approval on the written request of the holders
of record of at least fifty percent (50%) of the number of shares of the
Corporation then outstanding and entitled to vote, which written request shall
state the object of such meeting.
SECTION 5. NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the President
or the Secretary to each stockholder or record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the records of the Corporation, with postage prepaid. Any
stockholder may at any time, by duly signed statement in writing to that
effect, waive any statutory or other notice of any meeting, whether such
statement be signed before or after such meeting.
SECTION 6. MEETING OF ALL STOCKHOLDERS. If all the stockholders
shall meet at any time and place, either within or without the State of
Nevada, and consent to the holding of the meeting at such time and place, such
meeting shall be valid without call or notice and at such meeting any
corporate action may be taken.
SECTION 7. QUORUM. At all stockholder's meetings, the
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presence in person or by proxy of the holders of a majority of the outstanding
stock entitled to vote shall be necessary to constitute a quorum for the
transaction of business, but a lesser number may adjourn to some future time
not less than seven (7) no more than twenty-one (21) days later, and the
Secretary shall thereupon give at least three (3) days' notice by mail to each
stockholder entitled to vote who is absent from such meeting.
SECTION 8. MODE OF VOTING. At all meetings of the stockholders the
voting may be voice vote, but any qualified voter may demand a stock vote
whereupon such stock vote shall be taken by ballot, each of which shall state
the name of the stockholder voting and the number of shares voted by him and,
if such ballot be cast by proxy, it shall also state the name of such proxy;
provided, however, that the mode of voting prescribed by statute for any
particular case shall be in such case followed.
SECTION 9. PROXIES. At any meeting of the stockholders, any
stockholder may be represented and vote by a proxy or proxies appointed by an
instrument in writing. In the event any such instrument in writing shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or, if only one shall be present, then that one shall
have and may exercise all of the powers conferred by such written instrument
upon all of the persons so designated unless the instrument shall otherwise
provide. No such proxy shall be valid after the expiration of six months from
the date of its execution, unless coupled with an interest, or unless the
person executing it specified therein the length of time for which it is to
continue in force, which in no case shall exceed seven years from the date of
its execution. Subject to the above, any proxy duly executed is not revoked
and continues in full force and effect until any instrument revoking it or a
duly executed proxy bearing a later date is filed with the secretary of the
Corporation. At no time shall any proxy be valid which shall be filed less
than ten (10) hours before the commencement of the meeting.
SECTION 10. VOTING LISTS. The officer or agent in charge of the
transfer books for shares of the corporation shall make, at least three days
before each meeting of stockholders, a complete list of the stockholders
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entitled to vote at such meeting, arranged in alphabetical order with the
number of shares held by each, which list for a period of two 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 stockholder at any time during the
whole time of the meeting. The original share ledger or transfer book, or
duplicate thereof, kept in this state, shall be prima facie evidence as to who
are the stockholder entitled to examine such list or share ledger or transfer
book or to vote at any meeting of stockholders.
SECTION 11. CLOSING TRANSFER BOOKS OR FIXING OF RECORD DATE. For
the purpose of determining stockholders entitled to notice or to vote for any
meeting of stockholders, the Board of Directors of the Corporation may provide
that the stock transfer books be closed for a stated period but not to exceed
in any case sixty (60) days before such determination. If the stock transfer
books be closed for the purpose of determining stockholders entitled to notice
of a meeting of stockholders, such books shall be closed for at least fifteen
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date in any case to be not
more than sixty (60) days, not less than ten (10) days prior to the date on
which the particular action, requiring such determination of stockholders, is
to be taken. If the stock transfer books are not closed and no record date is
fixed for determination of stockholders entitled to notice of a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the. Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record of date for such determinations of
shareholders.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Bylaws of such corporation by prescribe, or, in
the absence of such provisions, as the Board of Directors of such corporation
may determine.
Shares standing in the name of a deceased person may be voted
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by his administrator or executor, either in person or by proxy. Shares
standing in the name of a guardian, conservator or trustee may be voted by
such fiduciary either in person or by proxy, but no guardian, conservator, or
trustee shall be entitled, as such fiduciary, to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name if authority so to
do be contained in an appropriate order of the court at which such receiver
was appointed.
A stockholder whose shares are pledged shall be entitled to vote
such shares until shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Shares of its own stock belonging to this corporation shall not
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any time, but shares of
its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at any given
time.
SECTION 13. INFORMAL ACTION BY STOCKHOLDERS. Any action is required
to be taken at a meeting of the stockholders or any other action which may be
taken at a meeting of the stockholders except the election of directors may be
taken without a meeting if a consent in writing setting forth the action so
taken shall be signed by all of the stockholders entitled to vote with respect
to the subject matter thereof.
SECTION 14. VOTING OF SHARES. Each outstanding share entitled to
vote shall be entitled to one vote upon. each matter submitted to vote at a
meeting of stockholders.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The Board of Directors
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shall have the control and general management of the affairs and business of
the Corporation. Such directors shall in all cases act as Board, regularly
convened, by a majority, and they may adopt such rules and regulations for the
conduct of their meetings and the management of the Corporation, as they may
deem proper, not inconsistent with these Bylaws, Articles of Incorporation and
the laws of the State of Nevada. The Board of Directors shall further have
the, right to delegate certain other powers to the Executive
Committee as provided in these Bylaws.
SECTION 2. NUMBER OF DIRECTORS. The affairs and business of this
Corporation shall be managed by a Board of Directors consisting of five (5)
full-age members, until changed by amendment of the Articles of Incorporation
or by an amendment to these Bylaws adopted by the shareholders amending this
Section 2, Article III, and except as authorized by the Nevada Revised
Statutes, there shall in no event be less than one (1) Director.
SECTION 3. ELECTION. The Directors of the Corporation shall be
elected at the annual meeting of the stockholders except as hereinafter
otherwise provided for the filling of vacancies. Each director shall hold
office for a term of one year and until his successor shall have been duly
chosen and shall have qualified, or until his death, or until he shall resign
or shall have been removed in the manner hereinafter provided.
SECTION 4. VACANCIES IN THE BOARD. Any vacancy in the Board of
Directors occurring during the year through death, resignation, removal or
other cause, including vacancies caused by an increase in the number of
directors, shall be filled for the unexpired portion they constitute a quorum,
at any special meeting of the Board called for that purpose, or at any regular
meeting thereof, provided, however, that in the event the remaining directors
do not represent a quorum of the number set forth in Section 2 hereof, a
majority of such remaining directors may elect directors to fill any vacancies
then existing.
SECTION 5. DIRECTORS MEETINGS. Annual meeting of the Board of
Directors shall be held each year immediately following the
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annual meeting of the stockholders. Other regular meetings of the Board of
Directors shall from time to time by resolution be prescribed. No further
notice of such annual or regular meeting of the Board of Directors need be
given.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or any director.
The person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the. State of Nevada, as
the place for holding any special meeting of the Board of Directors called by
them.
SECTION 7. NOTICE. Notice of any special meeting shall be given at
least twenty-four hours previous thereto by written notice if personally
delivered, or five days previous thereto if mailed to each director at his
business address, or by telegram. If mailed, such notice shall be deemed to
have been delivered when deposited in the United States mail so addressed with
postage thereon prepaid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waive of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened.
SECTION 8. CHAIRMAN. At all meetings of the Board of Directors, the
President shall serve as Chairman, or in the absence of the President, the
directors present shall choose by majority vote a director to preside as
Chairman.
SECTION 9. QUORUM AND MANNER OF ACTING. A majority of the
directors, whose number is designated in Section 2 herein, shall constitute a
quorum for the transaction of business at any meeting and the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum, the
majority of the directors present may adjourn any meeting from time to
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time until a quorum be had. Notice of any adjourned meeting need not be given.
The directors shall act only as a Board and the individual directors shall
have no power as such.
SECTION 10. REMOVAL OF DIRECTORS. Any one or more of the directors
may be removed either with or without cause at any time by the vote or written
consent of the stockholders representing not less than two-thirds (2/3) of the
issued and outstanding capital stock entitled to voting power.
SECTION 11. VOTING. At all meetings of the Board of Directors, each director
is to have one vote, irrespective of the number of shares of stock that he may
hold.
SECTION 12. COMPENSATION. By resolution of the Board of Directors,
the directors may be paid their expenses, if any of attendance at each meeting
of the Board, and may be paid a fixed sum for attendance at meetings or a
stated salary of directors. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
SECTION 13. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the action unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
file forward such dissent by certified or registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.
ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1. NUMBER AND ELECTION. The Board of Directors may, in its
discretion, appoint from its membership an Executive
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Committee of one or more directors, each to serve at the pleasure of the Board
of Directors.
SECTION 2. AUTHORITY. The Executive Committee is authorized to take
any action which the Board of Directors could take, except that the Executive
Committee shall not have the power either to issue or authorize the issuance
of shares of capital stock, to amend the Bylaws, or a resolution of the Board
of Directors. Any authorized action taken by the Executive Committee shall be
as effective as if it had been taken by the full Board of Directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Executive
Committee may be held within or without the State of Nevada at such time and
place as the Executive Committee may provide from time to time.
SECTION 4. SPECIAL MEETINGS. Special meetings of the executive
committee may be called by or at the request of the President or any member of
the Executive Committee.
SECTION 5. NOTICE. Notice of any special meeting shall be given at
least one day previous thereto by written notice, telephone, telegram or in
person. Neither the business to be transacted, nor the purpose of a regular or
special meeting of the Executive Committee need be specified in the notice or
waiver of notice of such meeting. A member may waive notice of any meeting of
the Executive Committee. The attendance of a member at any meeting shall
constitute a waiver of notice of such meeting, except where a member attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
SECTION 6. QUORUM. A majority of the members of the
Executive Committee shall constitute a quorum for the transaction of business
at any meeting of the Executive Committee; provided that if fewer than a
majority of the members are present at said meeting a majority of the members
present may adjourn the meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority
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of the members present at a meeting at which a quorum is present shall be the
act of the Executive Committee, and said Committee shall keep regular minutes
of its proceedings which shall at all times be open for inspection by the
Board of Directors.
SECTION 8. PRESUMPTION OF ASSENT. A member of the Executive
Committee who is present at a meeting of the Executive Committee at which
action on any corporate matter is taken, shall be conclusively presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as secretary of the meeting before the
adjournment thereof, or shall forward such dissent by certified or registered
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a member of the
Executive Committee who voted in favor of such action.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a
President, Vice President, a Treasurer and a Secretary and such other or
subordinate officers as the Board of Directors may from time to time elect.
One person may hold the office and perform the duties of one or more of said
officers. No officer need be a member of the Board of Directors.
SECTION 2. ELECTION TERM OF OFFICE, QUALIFICATIONS. The officers of
the Corporation shall be chosen by the Board of Directors and they shall be
elected annually at the meeting of the Board of Directors held immediately
after each annual meeting of the stockholders except as hereinafter otherwise
provided for filling vacancies. Each officer shall hold his office until his
successor has been duly chosen and has qualified, or until his death, or until
he resigns or has been removed in the manner hereinafter provided.
SECTION 3. REMOVALS. Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of
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Directors at any time whenever in its judgment the best interests of the
Corporation would be served thereby, and such removal shall be without
prejudice to the contract rights, if any, or the person so removed.
SECTION 4. VACANCIES. All vacancies in any of office shall be
filled by the Board of Directors without undue delay, at any regular meeting,
or at a meeting specially called for that purpose.
SECTION 5. PRESIDENT. The President shall be the chief
executive officer of the corporation and shall have general supervision over
the business of the corporation and over its several officers, subject,
however, to the control of the Board of Directors. He may sign, with the
Treasurer or with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
capital stock of the Corporation; may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts or other instruments authorized
by the Board of Directors, except in cases where signing and execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the Corporation; and in general shall perform
all duties incident to the duties of the President, and such other duties as
from time to time may be assigned to him by the Board of Directors.
SECTION 6. VICE PRESIDENT. The Vice President shall in the absence
or incapacity of the President, or as ordered by the Board of Directors,
perform the duties of the President, or such other duties or functions as may
be given to him by the Board of Directors from time to time.
SECTION 7. TREASURER. The Treasurer shall have the care and custody
of all the funds and securities of the Corporation and deposit the same in the
name of the Corporation in such bank or trust company as the Board of
Directors may designate; he may sign or countersign all checks, drafts and
orders for the payment of money and may pay out and dispose of same under the
direction of the Board of Directors, and may sign or countersign all notes or
other obligations of indebtedness of the Corporation; he may sign with the
President or Vice President, certificates for shares of stock of the
Corporation; he shall at all reasonable times exhibit the books and
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accounts to any director or stockholder of the Corporation under application
at the office of the company during business hours; and he shall, in general,
perform all duties as from time to time may be assigned to him by the
President or by the Board of Directors. The Board of Directors may at its
discretion require that each officer authorized to disburse the funds of the
Corporation be bonded in such amount as it may deem adequate.
SECTION 8. SECRETARY. The Secretary shall keep the minutes of the
meetings of the Board of Directors and also the minutes of the meetings of the
stockholders; he shall attend to the giving and serving of all notices of the
Corporation and shall affix the seal of the Corporation to all certificates of
stock, when signed and countersigned by the duly authorized officers; he may
sign certificates for shares of stock of the Corporation; he may sign or
countersign all checks, drafts and orders for the payment of money; he shall
have charge of the certificate book and such other books and papers as the
Board may direct; he shall keep a stock book containing the names
alphabetically arranged, of all persons who are stockholders of the
Corporation, showing their places of residence, the number of shares of stock
held by them respectively, the time when they respectively became the owners
thereof, and the amount paid thereof; and he shall, in general, perform all
duties incident to the office of Secretary and such other duties as from time
to time may be assigned to him by the President or by the Board of Directors.
SECTION 9. OTHER OFFICERS. The Board of Directors may authorize and
empower other persons or other officers appointed by it to perform the duties
and functions of the officers specifically designated above by special
resolution in each case.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers shall respectively, as may be required by the Board of
Directors, give bonds for the faithful discharge of their duties, in such sums
and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries as thereunto authorized by the Board of Directors may
sign with the President or Vice President certificates
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for shares of the capital stock of the Corporation, issue of which shall have
been authorized by resolution of the Board of Directors. The Assistant
Treasurers and Assistant Secretaries shall, in general, perform such duties as
may be assigned to them by the Treasurer or the Secretary respectively, or by
the President or by the Board of Directors.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter stated otherwise, the Corporation shall
indemnify all of its officers and directors, past, present and future, against
any and all expenses incurred by them, and each of them including but not
limited to legal fees, judgments and penalties which may be incurred, rendered
or levied in any legal action brought against any or all of them for or on
account of any act or omission alleged to have been committed while acting
within the scope of their duties as officers or directors of this Corporation.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors or approved by loan committee appointed
by the Board of Directors and charged with the duty of supervising
investments. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. A checks, drafts or other orders
for payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to
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time be determined by resolutions of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATES FOR SHARES. Certificates for shares of
stocks of the Corporation shall be in such form as shall be approved by the
incorporators or by the Board of Directors. The certificates shall be numbered
in the order of their issue, shall be signed by the President or the Vice
President and by the Secretary or the Treasurer, or by such other person or
officer as may be designated by the Board of Directors; and the seal of the
Corporation shall be affixed thereto, which said signatures of the
duly designated officers and of the seal of the Corporation. Every certificate
authenticated by a facsimile of such signatures and seal must be countersigned
by a Transfer Agent to be appointed by the Board of Directors, before
issuance.
SECTION 2. TRANSFER OF STOCK. Shares of the stock of the
Corporation may be transferred by the delivery of the certificate accompanied
either by an assignment in writing on the back of the certificate or by
written power of attorney to sell, assign, and transfer the same on the books
of the Corporation, signed by the person appearing by the certificate to the
owner of the shares represented thereby, together with all necessary federal
and state transfer tax stamps affixed and shall be transferable on the books
of the Corporation upon surrender thereof so signed or endorsed. The person
registered on the books of the Corporation as the owner of any shares of stock
shall be entitled to all rights of ownership with respect to such shares.
SECTION 3. REGULATIONS. The Board of Directors may make such rules
and regulations as it may deem expedient not inconsistent with the Bylaws or
with the Articles of Incorporation, concerning the issue,
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transfer and registration of the certificates for shares of stock of the
Corporation. It may appoint a transfer agent or a registrar of transfers, or
both, and it may require all certificates to bear the signature of either or
both.
SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or certificates, or
his legal representative, to advertise the same in such manner as it shall
require and/or give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.
ARTICLE IX
DIVIDENDS
SECTION 1. The Corporation shall be entitled to treat
the holder of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to
or interest in such shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as expressly provided by
the laws of Nevada.
SECTION 2. Dividends on the capital stock of the Corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law.
SECTION 3. The Board of Directors may close the transfer books in
its discretion for a period not exceeding fifteen days preceding the date
fixed for holding any meeting, annual or special of the stockholders, or the
day appointed for the payment of a dividend.
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SECTION 4. Before payment of any dividend or making any
distribution of profits, there may be set aside out of funds of the
Corporation available for dividends, such sum or sums as the directors may
from time to time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for any such other purpose as
the directors shall think conducive to the interest of the Corporation, and
the directors may modify or abolish any such reserve in the manner in which it
was created.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate seal which shall be
in the form of a Circle and shall bear the full name of the Corporation, the
year of its incorporation and the words "Corporate Seal, State of Nevada".
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of
December of each year.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of these Bylaws, or under the laws of the State of Nevada, or under
the provisions of the Articles of Incorporation, a waiver in writing signed by
the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may
be adopted at any regular or special meeting of the Stockholders by a vote of
the stockholders owning a majority of the shares and entitled to vote thereat.
These Bylaws may also be altered, amended or repealed and new Bylaws may be
adopted at any regular or special meeting of the Board of Directors of the
Corporation (If notice of such alteration or repeal be contained
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in the notice of such special meeting) by a majority vote of the directors
present at the meeting at which a quorum is present, but any such amendment
shall not be inconsistent with or contrary to the provision of any amendment
adopted by the stockholders.
KNOW ALL MEN BY THESE PRESENTS that the undersigned, being the
Secretary of WEBSTAR COMMUNICATIONS, INC, a Nevada corporation, hereby
acknowledges that the above and foregoing Bylaws were duly adopted as the
Bylaws of said Corporation on
4/28/98.
IN WITNESS WHEREOF, I here unto subscribe my name this 28th day of
April, 1998.
/s/ MARYANN COLEMAN
MaryAnn Coleman
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(in form of certificate, two-sided)
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
25,000,000 Authorized Shares Common Stock Authorized $.001 Par Value
Number
Shares
CUSIP NO. 947687 10 9
THIS CERTIFIES THAT
IS THE OWNER OF ______________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
WEBSTAR COMMUNICATIONS INCORPORATED
transferrable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is and the shares represented hereby are subject to the laws of the State of
Nevada, and to the Certificate of Incorporation and Bylaws of the Corporation,
as now or hereafter amended. This certificate is not valid until countersigned
by the Transfer Agent. Witness the facsimile seal of the Corporation and the
signature of its duly authorized officers.
Dated:___________________
(seal as follows: "WEBSTAR COMMUNICATIONS INCORPORATED, Corporate Seal,
Nevada")
/s/ TRACY J. NELSON /s/ MARY ANN COLEMAN
President Secretary
Countersigned and Registered
PACIFIC STOCK TRANSFER COMPANY
P. O. Box Las Vegas, NV. 89193
By:____________________________________
Authorized Signature
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received,________________ hereby sell, assign and transfer unto
Please insert social security or
other identifying number of assignee
______________________
- ----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)
____________________________________________________________________________
____________________________________________________________________________
_____________________________________________________________________ Shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint __________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated______________________
____________________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this certificate in every particular, without
alteration or enlargement or any change whatsoever. The signature(s) must be
guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Saving
and Loan Associations and Credit Unions).
SIGNATURE GUARANTEED:
TRANSFER FEE WILL APPLY
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001071222
<NAME> WEBSTAR COMMUNICATIONS, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-27-1998
<PERIOD-END> DEC-31-1998
<CASH> 52,290
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 161
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 52,451
<CURRENT-LIABILITIES> 185
<BONDS> 0
0
0
<COMMON> 405
<OTHER-SE> 51,861
<TOTAL-LIABILITY-AND-EQUITY> 52,451
<SALES> 580
<TOTAL-REVENUES> 580
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,601
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,021)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,021)
<EPS-PRIMARY> (.000)
<EPS-DILUTED> (.000)
</TABLE>
