SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
AMENDMENT NO. 1 TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(g) of the Securities Exchange Act of 1934
MAKE IT HAPPEN MANAGEMENT
-------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 88-0389393
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11423 West Bernardo Court, San Diego, California 92127
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(Address of principal executive offices) (zip code)
Issuer's telephone number: (675) 675-4449
Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
Common Stock OTC Bulletin Board
------------ ------------------
Securities to be registered under Section 12(b) of the Act:
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
(Title of Class)
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TABLE OF CONTENTS
COVER PAGE 1
TABLE OF CONTENTS 2
PART I 3
DESCRIPTION OF BUSINESS 3
DESCRIPTION OF PROPERTY 3
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 11
REMUNERATION OF DIRECTORS AND OFFICERS 12
SECURITY OWNERSHIP OF MANAGEMENT & CERTAIN SECURITY HOLDERS 12
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS 13
SECURITIES BEING OFFERED 13
PART II 13
MARKET PRICE AND DIVIDENDS ON THE REGISTRANTS 13
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS 13
LEGAL PROCEEDINGS 13
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 14
RECENT SALES OF UNREGISTERED SECURITIES 14
INDEMNIFICATION OF DIRECTORS AND OFFICERS 14
PART F/S 14
FINANCIAL STATEMENTS 14
PART III 15
INDEX TO EXHIBITS 15
SIGNATURES 16
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PART I
The issuer has elected to follow Form 10-SB, Disclosure Alternative 2.
Item 6. Description of Business
BUSINESS
The Company is a developmental stage company. The Company was incorporated in
Nevada on March 23, 1998, as Make It Happen Management, with authorized capital
of fifty million (50,000,000) shares of common stock, par value $0.001 per
share.
On March 25, 1998, the Company commenced an offering, pursuant to Regulation D
of the Securities Act of 1933 (the "Act"), Rule 504, of up to 2,000,000 shares
of its common stock at a price of $0.05 per share. This offering was conducted
in order to raise money for working capital and inventory and was broken down as
follows: $10,000 for accounting and legal fees, $10,000 for web page
development, $10,000 for past debt/start up costs, $12,000 for officers
salaries, $20,000 for marketing and consulting fees, and $38,000 for working
capital. On May 1, 1998, this offering was completed with all shares being sold
and issued for a total of $100,000 being received by the Company. A Form D was
filed with the United States Securities and Exchange Commission on or about
October 22, 1998 in regard to the offering. On July 1, 1998, the Company
commenced a second offering, also pursuant to Regulation D of the Act, Rule 504,
of up to 1,200,000 shares of its common Stock at a price of $0.05 per share. The
offering was conducted to raise money for working capital. On December 23, 1998
the offering was closed with a total of $56,400 being raised on behalf of the
Company, with a total of 1,128,000 shares being issued. Both offerings conducted
in the year 1998, when combined, raised a total of $156,400 with a total of
3,128,000 shares of common stock being issued.
The going opinion of the independent accountant, as disclosed in the Company's
Independent Auditors Report attached to part F/S, is as follows:
"We have audited the accompanying balance sheets of Make It Happen
Management, (A Development Stage Company) as of October 31, 1999, and
February 28, 1999, and the related statements of operations, cash flows,
and stockholders' equity (deficit) for the eight months ended October 31,
1999, for the period from the Company's inception (March 23, 1998) through
February 28, 1999, and for the period from the Company's inception (March
23, 1998) through October 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Make It Happen
Management as of October 31, 1999 and February 28, 1999, and the related
statements of operations, cash flows, and stockholders' equity (deficit)
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for the eight months ended October 31, 1999, for the period from the
Company's inception (March 23, 1998) through February 28, 1999, and for the
period from the Company's inception (March 23, 1998) through October 31,
1999, in conformity with generally accepted accounting principles."
Interested persons may access the Company over the Internet at the Company's Web
site. To access the Company's services online, a user can simply visit the
Company's Web site at http:/www.mihm.com.
The Company has created and designed a fully functional, interactive Web Site
which allows the public to view a photo gallery including movie stars,
professional athletes, and professional musicians that the Company is currently
representing. The site also contains advice for songwriting, what makes a song a
hit, what it takes to be a star, how to promote yourself, and some inspirational
messages.
Industry Background
Growth of the Internet. The Internet has grown rapidly in recent years, spurred
by developments such as easy-to-use Web browsers, the availability of multimedia
personal computers ("PCs"), the adoption of more robust network architectures,
and the emergence of quality Web-based content and commercial applications. The
broad acceptance of the Internet Protocol ("IP") standard has also led to the
emergence of intranets and the development of a wide range of non-PC devices
that allow consumers to access the Internet and intranets.
Much of the Internet's rapid evolution towards becoming a mass medium can be
attributed to the accelerated pace of technological innovation, which has
expanded the Web's capabilities and qualitatively improved users' on-line
experiences. Most notably, the Internet has evolved from a mass of static,
text-oriented Web pages and e-mail services to a much richer environment,
capable of delivering graphical, interactive multimedia content.
The Internet as a New Medium for Advertising.
The rapidly increasing number of Web consumers and the ubiquitous access to the
Internet, both in the United States and internationally, have resulted in the
emergence of the Web as a new mass medium for advertising. A high rate of growth
is expected to continue over the next few years with millions of consumers
anticipated in the up and coming years, a majority of which will come from the
United States alone.
The proliferation of workstations and personal computers served by local
networks has also resulted in the rapid increase in the number of potential
recipients of electronically distributed information.
The Web is an attractive medium for advertising because of its interactivity,
flexibility, targetability, and measurability. Advertisers can reach audiences
and target advertisements to consumers with similar demographic characteristics,
specific regional populations, and affinity groups of selected individuals. The
interactive nature of the Web enables advertisers to determine customer
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preferences, using these to initiate ongoing commercial relationships with
potential customers. Advertisers can easily change their impression levels, and
demographic information concerning consumers can be tracked and reported to
advertisers.
The Company's Web site contains advice for songwriting, including what can make
a song a hit, what it takes to be a star, how to promote yourself and some
inspirational messages.
The Company has attempted to design its Web site to offer a large and
comprehensive selection of the various services that it provides for potential
artists that could be involved with the Company. The Company is actively engaged
in negotiations with numerous other potential entities that may fit into the
Company's plans and moreover the development of the Web site, and furthermore,
believes that it has many opportunities to quickly expand its service following
its election to become a fully-reporting public company.
The Company believes that active usage of the Web site has meaningfully
accelerated development by identifying problem areas and promoting the testing
refinements. Based on marketing and technical evaluation, the Company is
currently initiating a commercial strategy that contains advertising and
licensing.
Eventually, the Company expects to derive a significant portion of its revenue
from advertising on it Web site. It intends to use two methods of advertising:
banner advertisements and product sponsorships. Sponsorships enable the Company
to charge for focused advertising related to specific entities or products,
including inspirational novels or books written by celebrities, to compact discs
sold by recording artists. Banner advertisements allow interested consumers to
link directly to the advertisers' own Web sites.
The Company is in the process of attempting to sell short-term advertising
contracts on a per impression basis or for a fixed-fee based on a minimum number
of impressions. Advertisements costs have not yet been concluded.
The Company's Web site is divided by type into specialty categories including:
Techniques for writing songs, What makes a song a hit, What it takes to be a
star, How to promote yourself, and Inspirational Messages. There is also a list
of artists the Company has worked with as well as a photo gallery displaying
some photos of associated celebrities and artists.
To potentially enable advertisers to verify the number of advertisement
playbacks or visual impressions made by their advertisements and monitor their
advertisement's effectiveness, the Company intends on providing its advertisers
with reports showing data on impressions and categories, and then selecting
advertisements specifically targeted to a particular consumer's personal
profile.
The Company intends to maximize its resources by contracting 3rd parties for
order fulfillment of any physical merchandise (if that in the future
materializes). However, the Company will collect a commission-based fee for all
sales.
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Demand for access to celebrities and their product continues to grow at a
phenomenal rate. The Company estimates that over 200 million fans, in the U.S.
alone, spend almost $100 billion each year on celebrity related products: from
movies and television, to sports, to music, plus the many other forms of
entertainment. Fans have an insatiable and desire to know every possible detail
about their favorite celebrity. They want to be able to interact in some way
with the celebrity and own something that was personalized by him or her.
Additionally, certain celebrities have developed their own line of products
which they want to promote and they would welcome a way to assist their business
growth and exposure through 24 hour a day interaction with their fans and
potential consumers.
Distribution Partnerships
The Company intends to develop partnerships with strategic Internet sites to
increase the traffic to its Web site categories. The Company believes that name
recognition will play a vital role in the future success of the Company and it's
Web site. The Company is capable of delivering consumers to other companies' Web
sites in order to develop additional streams of revenue. Incremental increases
in traffic generated from partnership sites will increase the frequency of
advertisement impressions on the company's Web site. The Company believes it can
significantly increase total advertising revenue from the increased traffic
generated by partnered sites.
Marketing and Sales
The Company attracts consumers to its Web site and business in many ways. Some
include attending music conventions, meeting with professionals in the music
industry, attending competitions of the performing arts, and Internet marketing.
All of these actions allow the employees and officers to create a relationship
with new contacts in the music industry and become more knowledgeable of the
breakthroughs and happenings in the industry. At the same time the Company is
getting publicity and creating a solid database of contacts and artists.
The Company attracts consumers to its Web site primarily through Web-based
promotions. These can take the form of either advertisements on other targeted
Web sites or e-mail directed at selected Internet consumers. This use of e-mail
is the Internet version of direct marketing, and the Company feels it shall be
proven to be an important method by which the Company may continue to promote
its Web site to an increasing number of registered consumers. To a lesser
extent, the Company plans to attract new customers through more traditional
media, such as print advertisements and spots on drive-time radio.
The Company's in-house sales force develops and implements its advertising
strategies, including identifying strategic accounts and developing
presentations and promotional materials. As of January 22, 2000, the Company
employs one person to carry out its sales and marketing activities. That person
has been assigned to all the product industry segments and solicits advertising
contracts from companies in those industries and their agencies. The Company
plans to increase the size of its sales force when and if its sales increase.
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The Company also intends to enter into cross-marketing relationships with other
Web sites. By putting click-through banners on other Web sites, traffic
generated on one Web site has the ability to move easily to the Company's Web
site by simply clicking on the banner.
Manufacturing
The Company does not plan to become a manufacturer or producer of any of the
products of the entities listed on its Web site.
Research and Development
Since its inception, the Company has devoted significant time and some financial
resources to research and development activities to develop its current products
and services. The Company anticipates that a portion of its ongoing operations
will continue to include research and development activities due to the rapid
technological evolution of Internet-based commerce. Research and development
expenditures were less than $4,300 in 1998 and 1999. There is no assurance that
the Company will successfully develop these products or services, or that
competitors will not develop products or services sooner or products or services
that are superior to the Company's product or service offerings.
Patents, Trademarks and Proprietary Rights
The Company has not filed any patent applications with respect to its business.
Although the Company does not believe that would presently provide a competitive
advantage, there is no assurance that in the future patent protection will not
be of substantial importance to the Company's business and future prospects.
There is no assurance that a court having jurisdiction over a dispute
challenging their validity will not hold patents that may be issued to the
Company in the future invalid or unenforceable. Even if patents are upheld and
are not challenged, third parties might be able to develop equivalent
technologies or products or services without infringing such patents or the
Company could be required to expend substantial funds in order to defend its
patents.
There is no assurance that any particular aspect of the Company's services will
not be found to infringe the rights of other companies. Other companies may hold
or obtain patents on inventions or may otherwise claim proprietary rights to
technology useful or necessary to the Company's business. The extent to which
the Company may be required to seek licenses under such proprietary rights of
third parties, and the cost or availability of such licenses, cannot be
predicted. While it may be necessary or desirable in the future to obtain
licenses relating to one or more of its proposed products or relating to current
or future technologies, there is no assurance that the Company will be able to
do so on commercially reasonable terms, if at all.
There is no assurance that the measures taken by the Company will adequately
protect the confidentiality of the Company's proprietary information or that
others will not independently develop products, services or technologies that
are equivalent or superior to those of the Company. Moreover, the Company may
also be subject to litigation to defend against claims of infringement of the
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rights of others or to determine the scope and validity of the intellectual
property rights to others. If competitors of the Company prepare and file
applications in the United States that claim trademarks used or registered by
the Company, the Company may oppose those applications and be required to
participate in proceedings before the United States Patent and Trademark Office
to determine priority or rights to the trademark, which could result in
substantial costs to the Company. Similarly, actions could be brought by third
parties claiming that the Company's products infringe patents owned by others.
An adverse outcome could require the Company to license disputed rights from
third parties or to cease using such trademarks or infringing products.
Any litigation regarding the Company's proprietary rights could be costly and
divert management's attention, result in the loss of certain of the Company's
proprietary rights, require the Company to seek licenses from third parties and
prevent the Company from selling its products and services, any one of which
could have a material adverse effect on the Company's business, results of
operations and financial condition. In addition, inasmuch as the Company obtains
a substantial portion of its content and all of its products from third parties,
its exposure to copyright infringement actions may increase because the Company
must rely upon such third parties for information as to the origin and ownership
of such licensed content or products. The Company generally attempts to obtain
representations as to the origins and ownership of such licensed content or
products and generally obtains indemnification to cover any breach of any such
representations; however, there can be no assurance that such representations
will be accurate or that such indemnification will adequately protect the
Company.
Competition
Working with artist management and development, the Company faces intense
competition in every aspect of its business. There is a plethora of management
companies all over the world all competing to find the best talent out there,
and work them to the top. Knowing that the competition is fierce, the Company
must compete in a fast and thorough pace. To do this, the Company has learned to
utilize the Internet to its advantage. The Internet has the ability to serve as
a communication, educational, and marketing tool if one uses it correctly.
Competition starts here, as Internet marketing becomes vital to direct traffic
to the Company's web site. The more traffic your site receives the better chance
you will have in competing with other companies in the same field.
The management industry is designed as a sort of medium and communication tool
for artists. Working directly with and for the artist, the management must make
sure the artist receives the proper publicity, representation and presentation.
Legal matters, decision-making, and other factors must also be taken into
consideration so the artist benefits fully. Listing only some of the
responsibilities of a management company, it is obvious how rigorous the
competition gets and the Company hopes to stand out from the rest of its
competition by performing its representation the best.
Government Regulation
Although there are currently few laws and regulations directly applicable to the
Internet and Management industry, it is likely that new laws and regulations
will be adopted in the United States, and elsewhere, covering issues like
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copyrights, privacy, pricing, sales taxes and characteristics and quality of
Internet services. It is possible that governments will enact legislation that
may be applicable to the Company in areas such as content, network security,
encryption and the use of key escrow, data and privacy protection, electronic
authentication or "digital" signatures, illegal and harmful content, account
charges and retransmission activities. Moreover, the applicability to the
Internet of existing laws governing such issues such as property ownership,
content, taxation, defamation and personal privacy and commercialization of the
Internet is presently uncertain and, as a result, do not expressly contemplate
or address the unique issues of the Internet and related technologies. As such,
export or import restrictions, new legislation or governmental enforcement of
existing regulations may limit the growth of the Internet, increase the
Company's cost of doing business, or increase the Company's legal exposure,
which could have a material adverse effect on the Company's business, financial
condition and results of operations.
By distributing products and offering services over the Internet, the Company
faces potential liability claims based on the nature and content of the material
that it distributes, including claims for defamation, negligence, copyright,
patent or trademark infringement, which claims have been brought, and sometimes
successfully litigated, against Internet companies. The Company's general
liability not covered by insurance or in excess of insurance coverage could have
a material adverse effect on the Company's business, results of operations and
financial condition.
Plan of Operations
During the next 12 months, the Company plans to expand and advance. To do this,
it will be pertinent for the employees to take every opportunity to attend
numerous music conventions, performing competitions, and seminars. By doing
this, the Company plans to find new acts to manage, get more publicity, and
advance the artists managed by the Company. Finding quality artists to work with
is an extremely tedious job; the artist must be fully focused and determined. By
obtaining more publicity, this will benefit the artists managed by the Company
and will open more doors for the opportunity to expand. Advancing the artists
include obtaining a solid fan base, getting performances booked, music recorded
and getting the artist publicity. The more music industry contacts the Company
acquires, the easier these goals will be to achieve.
The Company has formulated a plan of operations for the next twelve months as
detailed below. The Company intends to use the net proceeds of its Internet
sales and credit line, if and when established, to improve its Web site
advertising and promotions.
In the Company's opinion, proceeds from possible future equity funding and loans
will satisfy its cash requirements for the next twelve months. The Company has
financed its operations since inception from the sale of equity. During the next
six months certain funds will need to be raised. The Company has no engineering,
management or similar report that has been prepared or provided for external use
by the issuer or underwriter.
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By the end of fiscal year 2000, the Company plans to have successfully
introduced its product and service lines on the Internet and eliminated any
technical complications concerning its Web site. In order to implement the
strategic plan and meet the Company's anticipated working capital needs, the
Company estimates that it will require an additional $100,000 in capital.
Despite low cash reserves, additional funds may be required in order to proceed
with the business plan outlined above. These funds would be raised through
additional private placements or other financial arrangements including debt or
equity. There is no assurance that such additional financing will be available
when required in order to proceed with the business plan or that the Company's
ability to respond to competition or changes in the market place or to exploit
opportunities will not be limited by lack of available capital financing. If the
Company is unsuccessful in securing the additional capital needed to continue
operations within the time required, the Company will not be in a position to
continue operations and the stockholders may lose their entire investment.
Employees
As of January 22, 2000, the Company has one full-time employee who is engaged in
marketing and sales. Because the Company is in a developmental stage, a
part-time consultant provides services to the Company in the areas of ongoing
Web site support research and development and financial consulting. The Company
makes use of additional outside consultants and independent contractors to
perform various functions, such as legal matters, programming, engineering,
development, and accounting. The Company believes this approach not only allows
it to limit expenses, but also provides maximum flexibility to react to a
changing Internet business environment. The Company's employees are not
represented by a labor union. The Company believes that its employee relations
are good.
The Company's executive offices are located at 11423 West Bernardo Court, San
Diego, California 92127 in an approximately 300 square foot space. This space,
which houses all of the Company's current operations, is leased on a
month-to-month rental agreement. The monthly base rental payment under the
agreement is approximately $350.
The Company expects to have two full-time employees by the end of 2000. The
President will perform a multitude of company functions. A full-time office
manager will be added in the second year, which would include bookkeeping, as
well as accounts receivable and payable.
Legal Proceedings
The Company is not presently a party to any material litigation.
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Item 8. Directors, Executive Officers and Significant Employees
The following information sets forth the names of the officers and directors of
the Company, their present positions with the Company and certain biographical
information.
David Spoon
Mr. Spoon is currently the President and a member of the Board of Directors. As
President and a Director of the Company his responsibilities will include
supervision of the day-to-day operations, including the marketing of the
Company's Web site as well as the development of the marketing procedures.
Mr. Spoon has had extensive involvement in the business community. Along side of
creating a corporation that grew to over three hundred people, he also
functioned as the chief executive officer for five years. He is also the
President of Scribbler Productions and the Vice President of Tuning Spoon
Publishing. He hosted a radio show in Northern Arizona and is preparing to do
the same in San Diego. He also currently works with professional athletes in
marketing their business and charities as well. Mr. Spoon holds licenses for
real estate and investments, and in addition holds three separate ordinations
from different denominations.
Mary E. Writer
Mrs. Writer is currently the Secretary and Treasurer of the Company and a member
of the Board of Directors. Her responsibilities will include setting up and
maintaining all accounting records including accounts payable, accounts
receivable, payroll, taxes, and all incorporation filings, and business
licenses.
Prior to these positions, Ms. Writer was Secretary/Treasurer for Probook, Inc.
from September 1995 until her resignation in May 1996. She also served as
Secretary of 1st Net, an Internet corporation, from January 1997 until November
of 1998. From January 1990 until July 1993 Ms. Writer worked for National
Dynamics, a leading Southern California company which produces, markets, and
distributes language learning tapes nationwide. She was responsible for customer
service, data entry, merchant account transactions, and manifests for up to 300
shipments per day.
Amber M. Rhoads
Ms. Rhoads is currently Vice President of the Company. Her responsibilities
include client and artist relations, Internet marketing, investor relations,
road shows, and attending conventions and performing arts competitions. Overall
organization and communication is made by Ms. Rhoads as she is the main contact
for the Company.
Ms. Rhoads has formerly worked for 1st Net as Executive Assistant to the
President in 1997 where her responsibilities included customer relations,
Internet research, and work at exhibitor conventions. For the past two years she
has worked as the assistant to a chiropractor/neurologist. Being a musician
herself, Ms. Rhoads has had the opportunity to attend many music related events,
has extensive experience in performance and has also made industry contacts
along the way.
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Item 9. Remuneration of Directors and Officers
The following table sets forth certain information as to the compensation
awarded to the Company's executive officers and directors for the fiscal year
ended December 31, 1998 and for the fiscal year ended on December 31, 1999. No
other compensation was paid or will be paid to any such officers other than the
cash compensation set forth below.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Other Restricted
Annual Stock Options/ LTIP All Other
Name Title Year Salary Bonus Compensation Awarded SARs(#) payouts($) Compensation
- ---- ----- ---- ------ ----- ------------ ---------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
David Spoon PRES., 1998 $0 $0 $0 -0- -0- -0- $0
COB 1999 $0 $0 $0 -0- -0- -0- $0
Amber M. Rhoads VP, 1998 $1,545 $0 $0 -0- -0- -0- $0
DIR 1999 $1,043 $0 $0 -0- -0- -0- $0
Mary E. Writer SEC 1998 $100 $0 $0 -0- -0- -0- $0
TRES, 1999 $0 $0 $0 -0- -0- -0- $0
DIR
</TABLE>
In fiscal 1998 and 1999 combined, the aggregate amount of compensation paid to
all executive officers and directors as a group for services in all capacities
was approximately $2,688.00. There is no plan to pay any sort of compensation to
the executive officers and directors for services in fiscal 2000.
Item 10. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of January 22, 2000, the beneficial ownership
of the Company's Common Stock by each person known by the Company to
beneficially own more than five percent of the Company's Common Stock, including
options, outstanding as of such date and by the officers and directors of the
Company as a group. Except as otherwise indicated, all shares are owned
directly.
(1) (2) (3) (4)
Name and address of Amount and Nature
Title of Class beneficial owner of beneficial owner Percent
- -------------- ---------------- ------------------- -------
Common Stock Majestik Magnificant 7,800,000 70.0%
850 South Rancho Drive, Suite 2130 Restricted
Las Vegas, Nevada 89106
Common Stock David Spoon 100,000 0.9%
18585 Caminito Pasadero, #424 Restricted
San Diego, California 92128
Common Stock Mary E. Writer 100,000 0.9%
2682 Auralie Drive Restricted
Escondido, CA 92025
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Item 11. Interest of Management and Others in Certain Transactions
The Company has retained the services of Entrepreneur Investments, LLC
("EILLC"), a private investment banking firm that specializes in assisting
select companies with equity investment. EILLC provides guidance and
consultation to the Company, primarily in the areas of preparing the private
placement offering memorandum, corporate finance and public market development.
The Company will pay a cash fee of $20,000 as compensation for services to be
rendered by EILLC.
Item 12. Securities Being Offered
No sale of securities is authorized by this filing. The common stock of the
Company is being registered under Section 12(g) of the Securities Exchange Act
of 1934.
The Company has 50,000,000 common shares authorized. Each share of Common Stock
is entitled to share pro rata in dividends and distributions with respect to the
Common Stock when, as and if declared by the Board of Directors from funds
legally available for any of the Company's securities. Upon dissolution,
liquidation or winding up of the Company, the assets will be divided pro rata on
a share-for-share basis among holders of the shares of Common Stock after-any
required distribution to the holders of the preferred stock. All shares of
Common Stock outstanding are fully paid and non-assessable and the shares will,
when issued upon payment therefore as contemplated hereby, be fully paid and
non-assessable.
Each holder of Common Stock is entitled to one vote per share with respect to
all matters that are required by law to be submitted to shareholders. As a
quasi-California corporation under section 2115 of the California Corporations
Code, the Company's shareholders are entitled to cumulative voting in the
election of directors. The Company has no shares reserved for its directors and
consultants under a stock option plan.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Stockholder Matters
There is currently a limited public market for the Company's stock, as it is
listed on the NQB Pink Sheets. The Company has never paid dividends. At present,
the Company does not anticipate paying any dividends on its Common Stock in the
foreseeable future and intends to devote any earnings to the development of the
Company's business.
Item 2. Legal Proceedings
There are no legal proceedings pending or threatened against the Company.
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Item 3. Changes In and Disagreements With Accountants
The Company has had no changes in or disagreements with its Accountants since
inception.
Item 4. Recent Sales of Unregistered Securities
On March 25, 1998, the Company commenced an offering, pursuant to Regulation D
of the Securities Act of 1933 (the "Act"), Rule 504, of up to 2,000,000 shares
of its common stock at a price of $0.05 per share. On May 1, 1998, this offering
was completed with all shares being sold and issued for a total of $100,000
being received by the Company. On July 1, 1998, the Company commenced a second
offering, also pursuant to Regulation D of the Act, Rule 504, of up to 1,200,000
shares of its common Stock at a price of $0.05 per share. On December 23, 1998
the offering was closed with a total of $56,400 being raised on behalf of the
Company, with a total of 1,128,000 shares being issued. Both offerings conducted
in the year 1998, when combined, raised a total of $156,400 with a total of
3,128,000 shares of common stock being issued. Common stock was sold to a total
of 24 accredited and 22 unaccredited investors. The proceeds from this offering
were used for working capital, legal and accounting fees, consulting fees and
office equipment.
Item 5. Indemnification of Directors and Officers
So far as permitted by the Nevada Revised Statutes, the Company's Articles of
Incorporation provide that the Company will indemnify its Directors and Officers
against expenses and liabilities they may incur and defend, settle or satisfy
any civil or criminal action brought against them on account of their being or
having been Company Directors or Officers unless, in any such action, they are
adjudged to have acted with gross negligence or to have engaged in willful
misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, (collectively, the "Acts") may be permitted to directors, officers or
controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Acts and is,
therefore, unenforceable.
PART F/S
Financial Statements
The issuer has available audited financial statements for the fiscal years 1998
and 1999.
14
<PAGE>
PART III
Exhibits
Item 1. Index to Exhibits
Exhibit 3
3a. Articles
3b. Bylaws
Exhibit 27
27a. Consent of Accountant
27b. Consent of Attorney
Exhibit 99
99a. Private Placement Memorandum dated March 30, 1998
Item 2. Description of Exhibits
As listed in the above Index, the appropriate exhibits are being filed. The
additional exhibits are marked and filed. The issuer is not a Canadian issuer
and is not filing a written consent and power of attorney.
15
<PAGE>
For Discussion Purposes Only
MAKE IT HAPPEN MANAGEMENT
(A Development Stage Company)
FINANCIAL STATEMENTS
Contents
--------
Page
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statement of Operations F-3
Statement of Stockholders' Equity (Deficit) F-4
Statement of Cash Flows F-5 - F-6
Notes to Financial Statements F-7 - F-10
<PAGE>
JONATHON P. REUBEN, CPA
An Accountancy Corporation
- --------------------------------------------------------------------------------
23440 Hawthorne Blvd. Suite 270 Torrance CA 90505
(310) 378-3609 o FAX (310) 378-3709
Independent Auditors' Report
Board of Directors
Make It Happen Management
San Diego, California
We have audited the accompanying balance sheets of Make It Happen Management, (A
Development Stage Company) as of October 31, 1999, and February 28, 1999, and
the related statements of operations, cash flows, and stockholders' equity
(deficit) for the eight months ended October 31, 1999, for the period from the
Company's inception (March 23, 1998) through February 28, 1999, and for the
period from the Company's inception (March 23, 1998) through October 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Make It Happen Management as of
October 31, 1999 and February 28, 1999, and the related statements of
operations, cash flows, and stockholders' equity (deficit) for the eight months
ended October 31, 1999, for the period from the Company's inception (March 23,
1998) through February 28, 1999, and for the period from the Company's inception
(March 23, 1998) through October 31, 1999, in conformity with generally accepted
accounting principles.
Jonathon P. Reuben,
Certified Public Accountant
January 20, 2000
F-1
<PAGE>
<TABLE>
<CAPTION>
MAKE IT HAPPEN MANAGEMENT
(A Development Stage Company)
BALANCE SHEETS
- ----------------------------------------------------------------------------------------
October 31, February 28,
1999 1999
---- ----
Assets
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 14,653 $ 61
Loan receivable - affiliate -- 10,000
--------- ---------
Total Current Assets 14,653 10,061
Other Assets
Organization costs (net accumulated
amortization of $378 at February 28, 1999) -- 1,889
--------- ---------
Total Assets $ 14,653 $ 11,950
========= =========
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Trade payables $ 177 $ 2,687
Consulting fee payable 5,000 5,000
Loans payable - affiliate -- 11,000
--------- ---------
Total Current Liabilities 5,177 18,687
--------- ---------
Stockholder' Equity (Deficit)
Common Stock, par value $.01 per share,
authorized 50,000,000 issued
and outstanding, 11,128,000 shares as of
October 31, 1999 and 10,608,000 shares
as of February 28, 1999 11,128 10,608
Additional paid-in capital 153,272 127,792
Deficit accumulated during the development stage (154,924) (145,137)
--------- ---------
Total Stockholders' Equity (Deficit) 9,476 (6,737)
--------- ---------
Total Liabilities and Stockholders' Equity (Deficit) $ 14,653 $ 11,950
========= =========
See accompanying notes.
F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MAKE IT HAPPEN MANAGEMENT
(A Development Stage Company)
STATEMENTS OF OPERATIONS
- -----------------------------------------------------------------------------------------------------------------
From Inception From Inception
For the Eight (March 23, 1998) (March 23, 1998)
Months Ended Through Through
October 31, 1999 February 29, 1999 October 31, 1999
---------------- ----------------- ----------------
<S> <C> <C> <C>
Income $ -- $ -- $ --
Operating expenses (7,898) (145,137) (153,035)
------------ ------------ ------------
Net loss from operations (7,898) (145,137) (153,035)
Cumulative effect of an accounting change (1,889) -- (1,889)
------------ ------------ ------------
Net Loss $ (9,787) $ (145,137) $ (154,924)
============ ============ ============
Loss per share:
Loss from operation $ (0.0007) $ (0.0146) $ (0.0147)
Cumulative effect of an accounting change (0.0002) -- (0.0002)
------------ ------------ ------------
$ (0.0009) $ (0.0146) $ (0.0149)
============ ============ ============
Basic weighted average shares outstanding 11,037,388 9,939,927 10,388,057
============ ============ ============
See accompanying notes.
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MAKE IT HAPPEN MANAGEMENT
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE COMPANY'S INCEPTION (MARCH 23, 1998) THROUGH OCTOBER 31, 1999
- -----------------------------------------------------------------------------------------------
Deficit
Accumulated
Common Stock During the
----------------------- Paid-in Development
Shares Amount Capital Stage
------ ------ ------- -----
<S> <C> <C> <C> <C>
Shares issued for services - March 1998 8,000,000 $ 8,000 $ -- $ --
Shares issued for cash - April 1998 2,000,000 2,000 98,000 --
Shares issued for cash - July 1998 60,000 60 2,940 --
Shares issued for cash - October 1998 400,000 400 19,600 --
Shares issued for cash - November 1998 100,000 100 4,900 --
Shares issued for cash - December 1998 48,000 48 2,352 --
Net loss from the Company's inception
through February 28, 1999 -- -- -- (145,137)
---------- ---------- ---------- ----------
Balance - February 28, 1999 10,608,000 $ 10,608 $ 127,792 $ (145,137)
Shares issued for cash - April 1999 400,000 400 19,600 --
Shares issued in exchange for
cancellation of indebtedness - May 1999 120,000 120 5,880 --
Net loss for the eight months ended
October 31, 1999 -- -- -- (9,787)
---------- ---------- ---------- ----------
Balance - October 31, 1999 11,128,000 $ 11,128 $ 153,272 $ (154,924)
========== ========== ========== ==========
See accompanying notes
F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MAKE IT HAPPEN MANAGEMENT
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------------------------------------------
For the Eight From Inception From Inception
Months Ended (March 23, 1998) (March 23, 1998)
October 31, Through Through
1999 February 29, 1999 October 31, 1999
---- ----------------- ----------------
Cash Flows from Operating Activities
<S> <C> <C> <C>
Net loss $ (9,787) $ 145,137) $(154,924)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Amortization -- 373 --
Charge of net organization costs 1,889 -- --
Consulting services -- 8,000 8,000
(Increase) in organization costs -- (2,262) --
Increase (Decrease) in accounts payable (2,510) 7,687 5,177
--------- --------- ---------
Net cash used in operating activities (10,408) (131,339) (141,747)
--------- --------- ---------
Cash Flows from Finance Activities
Gross proceeds from private offerings 20,000 130,400 150,400
Loans from affiliates -- 11,000 11,000
Loans repaid by affiliates (5,000) -- (5,000)
Loans to affiliates -- (10,000) (10,000)
Payments on affiliate loans 10,000 -- 10,000
--------- --------- ---------
Net cash provided by financing activities 25,000 131,400 156,400
--------- --------- ---------
Net increase (decrease) in cash
and cash equivalents $ 14,592 $ 61 $ 14,653
Cash and cash equivalents -
beginning of period 61 -- --
--------- --------- ---------
Cash and cash equivalents -
end of period $ 14,653 $ 61 $ 14,653
========= ========= =========
See accompanying notes.
F-5
<PAGE>
MAKE IT HAPPEN MANAGEMENT
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULES TO STATEMENT OF CASH FLOWS
For the Eight From Inception From Inception
Months Ended (March 23, 1998) (March 23, 1998)
October 31, Through Through
1999 February 29, 1999 October 31, 1999
---- ----------------- ----------------
Cash Paid During Year For:
Income Taxes $ -- $ -- $ --
====== ====== ======
Interest $ -- $ -- $ --
====== ====== ======
Non-cash finance or investment activities:
In May 1999, the Company issued 120,000 shares of common stock to an affiliate in
exchange for the cancellation of $6,000 of indebtedness.
See accompanying notes.
F-6
</TABLE>
<PAGE>
MAKE IT HAPPEN MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
Note 1 - Organization
Make it Happen Management (the "Company") was incorporated in Nevada on
March 23, 1998, for the purpose of providing management, production,
marketing, and other related services to entertainers, athletes and others.
The Company is in the development stage, as defined in FASB Statement 7.
The Company has not paid any dividends and dividends which may be paid in
the future will depend on the financial requirements of the Company and
other relevant factors.
Note 2 - Summary of Significant Accounting Policies
a. Property and Equipment
The cost of property and equipment is depreciated over the estimated useful
lives of the related assets. Depreciation is computed on the straight-line
method for financial reporting purposes and for income tax reporting
purposes.
b. Net Loss Per Share
The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share" that established standards
for the computation, presentation and disclosure of earnings per share
("EPS"), replacing the presentation of Primary EPS with a presentation of
Basic EPS. It also requires dual presentation of Basic EPS and Diluted EPS
on the face of the income statement for entities with complex capital
structures. Basic EPS is based on the weighted average number of common
shares outstanding during the period.
d. Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
F-7
<PAGE>
e. Issuances Involving Non-cash Consideration
All issuances of the Company's stock for non-cash consideration have been
assign a dollar amount equaling either the market value of the shares
issued or the value of consideration received whichever is more readably
determinable. The majority of the non-cash consideration received pertains
to consulting services rendered by consultants and others.
f. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers cash and
cash equivalents to include all stable, highly liquid investments with
maturities of three months or less.
g. Fair Value of Financial Instruments
As of February 28, 1999, the Company had financial instruments consisting
of cash equivalents, loans receivable, and loans payables . The carrying
value of the Company's financial instruments, based on current market and
other indicators, approximate their cost bases.
As of October 31, 1999, the Company had financial instruments consisting of
cash equivalents which consisted of cash in a checking account located at
one financial institution .The carrying value of the Company's financial
instruments, based on current market and other indicators, approximate
their cost bases.
h. Inome Taxes
Income taxes are provided based on earnings reported for financial
statement purposes. In accordance with FASB Statement No. 109, the asset
and liability method requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of temporary
differences between tax bases and financial reporting bases of assets and
liabilities.
i. New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes standards for
reporting and displaying comprehensive income and its components in
financial statements. The Company adopted the provisions of SFAS No. 130 in
1998, but had no elements of comprehensive income for the periods
presented.
F-8
<PAGE>
SFAS No., 131, "Disclosures About Segments of an Enterprise and Related
Information", establishes a new model for segment reporting, called the
"management approach" and requires certain disclosures for each segment.
The management approach is based on the way the chief operating
decision-maker organizes segments within a company for making operating
decisions and assessing performance. The Company adopted the provisions of
SFAS No. 131 in 1998, but currently operates in one industry segment.
Note 3 - Loan Receivable - Affiliate
As of February 28, 1999, the Company owed $10,000 to an affiliate which was
subsequently paid in full. The loan is non-interest bearing loan and due on
demand.
Note 4 - Issuance of Common Stock
Through private placement offerings, the Company received $150,400 through
the issuance of 3,128,000 shares of its common stock. The Company issued
8,000,000 shares to its founders which have been valued at par (See Note 4
- Related Party Transaction). The Company also issued 120,000 shares in
consideration for the cancelation of indebtedness of $6,000. The holders of
the Company's common stock are entitled to one vote per share held.
Note 5 - Related Party Transactions
a. The Company issued 7,800,000 shares of its common stock to its
President, Majestik Magnificent in consideration for providing marketing
services to the Company. The shares issued have been valued at par.
From its inception (March 23, 1998) through October 31, 1999, Mr.
Magnificent has received $56,500 in salary and $19,000 for marketing and
other related services.
b. Mrs. Mary Writer, Secretary and Treasurer of the Corporation, received
100,000 shares of common stock in consideration for providing consulting
services. The shares issued have been valued at par.
c. Mr. David Spoon, a Board Member, received 100,000 shares of common stock
in consideration for providing consulting services. The shares issued have
been valued at par.
F-9
<PAGE>
Note 6 - Loans Payable - Affiliates
As of February 28, 1999, the Company had loans outstanding from two
affiliates totaling $11,000. These loans are unsecured, non-interested
bearing and due on demand.
During the eight months ended October 31, 1999, $5,000 was paid, and the
remaining indebtedness of $6,000 was cancelled in exchange for the issuance
of 120,000 shares of the Company's common stock.
Note 7 - Income Taxes
Income taxes are provided based on earnings reported for financial
statement purposes pursuant to the provisions of Statement of Financial
Accounting Standards No. 109 ("FASB 109").
FASB 109 uses the asset and liability method to account for income taxes
which requires the recognition of deferred tax liabilities and assets for
the expected future tax consequences of temporary differences between tax
basis and financial reporting basis of assets and liabilities.
As of October 31, 1999, the Company has unused operating loss
carryforwards, which may provide future tax benefits in the amount of
approximately $154,000 which expire in various years throughout 2019.
An allowance has been provided for by the Company which reduced the tax
benefits accrued by the Company for its net operating losses to zero, as it
cannot be determined when, or if, the tax benefits derived from these
operating losses will materialize.
Note 8 - Change in Accounting Principle
For the year beginning March 1, 1999, the Company adopted Statement of
Position 98-5, under which organization costs are no longer capitalized,
but charged to operations. For the eight months ended October 31, 1999, the
Company charged to operations the unamortized balance of its organization
cost of $1,889. The charge was reflected as a cummulative effect of an
accounting change.
F-10
<PAGE>
SIGNATURES
The issuer has duly caused this offering statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Diego, State of
California on April 18, 2000.
MAKE IT HAPPEN MANAGEMENT
/s/ David Spoon
---------------------------------
David Spoon, President
16
SECRETARY OF STATE
THE GREAT SEAL OF THE STATE OF NEVADA
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that MAKE IT HAPPEN MANAGEMENT did on MARCH 23, 1998, file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the Great Seal of State, at my office, in Las Vegas, Nevada,
on March 23, 1998.
/s/ Dean Heller
---------------
Dean Heller
Secretary of State
THE GREAT SEAL OF
THE STATE OF NEVADA
By: /s/ Delaine Marzullo
------------------------
Delaine Marzullo
Certification Clerk
<PAGE>
FILED Articles of Incorporation Filing fee:
IN THE OFFICE OF THE (Pursuant to NRS 78) Receipt #:
SECRETARY OF STATE OF THE STATE OF NEVADA
STATE OF NEVADA Secretary of State
MAR 23, 1998
No. C6310-98
/s/ Dean Heller
Secretary of State
(For filing office use)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT: Read instructions on reverse side before completing this form.
TYPE OR PRINT (BLACK INK ONLY)
NAME OF CORPORATION: Make It Happen Management
RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada
where process may be served)
Name of Resident Agent: Majestik Magnificent
Street Address: 850 South Ranch Drive, #2130, Las Vegas NV 89106
SHARES: (number of shares the corporation is authorized to issue)
Number of shares with par value: 50,000,000 Par value: .001
Number of shares without par value: -
GOVERNING BOARD: shall be styled as (check one): X Directors ___ Trustees
The FIRST BOARD OF DIRECTORS shall consist of 3 members and the names and
addresses are as follows:
Majestik Magnificent 850 S. Rancho Dr., Las Vegas, NV 89106
Christopher Q. Lucidi 11974 Avenida Consentido San Diego, CA 92128
Mary E. Writer 2682 Auralie Drive, Escondido, CA 92025
PURPOSE (optional - see reverse side): The purpose of the corporation shall be:
Superstar management, promotion
- --------------------------------------------------------------------------------
OTHER MATTERS: This form includes the minimal statutory requirements to
incorporate under NRS 78. You may attach additional information pursuant to NRS
78.037 or any other information you deem appropriate. If any of the additional
information is contradictory to this form it cannot by filed and will be
returned to you for correction. Number of pages attached - 0.
SIGNATURES OF INCORPORATORS: The names and addresses of each of the
incorporators signing the articles: (Signatures must be notarized.)
Majestik Magnificent 850 S. Rancho Dr., Las Vegas, NV 89106
/s/ Majestik Magnificent
State of California County of San Diego
This instrument was acknowledged before me on March 20, 1998
Majestik Magnificent - Name of Person
as incorporator of Make It Happen Management
/s/ Jack P. Clausen Commission #1145272
- ------------------- Notary Public - California
Jack P. Clausen San Diego County
Notary Public Signature My Commission Expires July 3, 2001
CERTIFICATE OF ACCEPTANCE RECEIVED
/s/ Majestik Magnificent Feb 23, 1998
Secretary of State
___ hereby accept appointment as Resident Agent for the above named
March 20, 1998
<PAGE>
NAME: MAKE IT HAPPEN MANAGEMENT
FILE TYP/NR C 006310-1998 ST NEVADA INC ON MAR 23, 1998 FOR PERPETUAL
STATUS: ARTICLES FILED : 03-23-98 NUMBER OF PAGES FILED: 1 D M
TYPE: REGULAR
PURPOSE: ALL LEGAL ACTIVITIES
FILING FEE $175 P/U CAPITAL : $50,000
PAR SHRS: 50,000,000 PAR VAL: $.001 NR NO PAR SHRS:
RA NBR: 71511
NO OFFICERS LISTED ARTICLES F
RA MAJESTIK MAGNIFICENT 2130 ACCEPTED 032398
850 S. RANCHO DRIVE LAS VEGAS NV 89106
FILER MAJESTICK MAGNIFICENT
850 S RANCH DR LAS VEGAS NV 89106
BY-LAWS
OF
MAKE IT HAPPEN MANAGEMENT
ARTICLE I - OFFICES
-------------------
The principal office shall be located at 850 South Rancho Drive, #2130, Las
Vegas, Nevada 89106, County of Las Vegas. The Corporation may have such other
offices, either within or without the State of Nevada as the Board of Directors
may designate or as the business of the Corporation may require from time to
time.
ARTICLE II - SHAREHOLDERS
-------------------------
SECTION 1. Annual Meetings:
- ---------------------------
The annual meeting of the shareholders shall be held within three (3) months
after the close of the fiscal year of the Corporation, for the purpose of
electing directors, and transacting such other business as may properly come
before the meeting.
SECTION 2. Special Meetings:
- ----------------------------
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or by the Board
of Directors, and shall be called by the President at the request of the holders
of not less than percent ten per cent (10%) of all the outstanding shares of the
Corporation entitled to vote at the meeting.
SECTION 3. Place of Meetings:
- -----------------------------
The Board of Directors may designate any place, either within or without the
State of Nevada, unless otherwise prescribed by statute, as the place of meeting
for any annual meeting or for any special meeting. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Nevada, unless otherwise prescribed by statute,
as the place for the holding of such meeting. If no designation is made, the
place of meeting shall be the principal office of the Corporation.
SECTION 4. Notice of Meetings:
- ------------------------------
Written 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
unless otherwise prescribed by statute, be delivered not less than ten nor more
than fifty days before the date of the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
1
<PAGE>
SECTION 5. Closing of Transfer Books or Fixing of Records:
- ----------------------------------------------------------
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least 5 days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than 30 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
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 date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
SECTION 6. Voting:
- ------------------
The officer or agent having charge of the stock transfer books for shares of the
corporation shall make a complete list of the shareholders entitled to vote at
each meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
Such list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof.
SECTION 7. Quorum:
- ------------------
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies:
- -------------------
At all meetings of shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
2
<PAGE>
Corporation before or at the time of the meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or similar
communications equipment by which all persons participating in the meeting can
hear each other, and participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 9. Voting of Shares:
- ----------------------------
Each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders:
- ------------------------------------------------
(a) Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.
(b) Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
(c) 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 to do so be contained
in an appropriate order of the court by which such receiver was appointed.
(d) A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
(e) Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders:
- --------------------------------------------
Unless otherwise provided by law, any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.
3
<PAGE>
ARTICLE III - BOARD OF DIRECTORS
--------------------------------
SECTION 1. General Powers:
- --------------------------
The business and affairs of the Corporation shall be managed by its Board of
Directors.
SECTION 2. Number, Tenure and Qualifications:
- ---------------------------------------------
The number of directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than three (3). Each director shall
hold office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified.
SECTION 3. Regular Meetings:
- ----------------------------
A regular meeting of the Board of Directors shall be held without other notice
than this By-Law immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide, by resolution, the time and
place for the holding of additional regular meetings without notice other than
such resolution.
SECTION 4. Special Meetings:
- ----------------------------
Special meetings of the Board of Directors may be called by or at the request of
the President or any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.
SECTION 5. Notice:
- ------------------
Notice of any special meeting shall be given at least one (1) day previous
thereto by written notice delivered personally or mailed to each director at his
business address, or electronically. If mailed, such notice shall be deemed to
be delivered when deposited in the United States Mail so addressed, with postage
thereon prepaid. If notice be given electronically, such notice shall be deemed
to be delivered when the transmission is delivered to the director. Any
directors may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver 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 6. Quorum:
- ------------------
A majority of the number of directors fixed by Section 2 of this Article III
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
4
<PAGE>
SECTION 7. Manner of Action:
- ----------------------------
The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting:
- ------------------------------------
Any action that may be taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, shall be signed before such action by all of the directors.
SECTION 9. Vacancies:
- ---------------------
Any vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
Board of Directors, unless otherwise provided by law. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors may be filled by election by the Board of Directors for a term of
office continuing only until the next election of directors by the shareholders.
SECTION 10. Compensation:
- -------------------------
By resolution of the Board of Directors, each director may be paid his expenses,
if any, of attendance at each meeting of the Board of Directors, and may be paid
a stated salary as director or compensation in the form of stock in the
Corporation or a fixed sum for attendance at each meeting of the Board of
Directors or any combination thereof. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 11. Presumption of Assent:
- ----------------------------------
A director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action 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 the Secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
ARTICLE IV - OFFICERS
---------------------
SECTION 1. Number:
- ------------------
The officers of the Corporation shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
5
<PAGE>
necessary may be elected or appointed by the Board of Directors, including a
Chairman of the Board. In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office except those of
President and Secretary.
Any two or more offices may be held by the same person, except for the offices
of President and Secretary, which may not be held by the same person. Officers
may be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office:
- ---------------------------------------
The officers of the Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently as it may be. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified, or until
his death, or until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Removal:
- -------------------
Any officer or agent may be removed by the Board of Directors whenever, in its
judgment, the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights, and such appointment shall be terminable at will.
SECTION 4. Vacancies:
- ---------------------
A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors for the unexpired portion
of the term.
SECTION 5. Chief Executive Officer:
- -----------------------------------
The Chief Executive Officer (CEO) shall be the principal executive officer of
the Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors, unless there is a Chairman of the Board, in which
case the Chairman shall preside. He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the 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, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
6
<PAGE>
SECTION 6. President and Vice President/s:
- ------------------------------------------
(a) In the absence of the CEO or in event of his death, inability or refusal to
act, the President shall perform the duties of the CEO, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
CEO. The President shall perform such other duties as from time to time may be
assigned to him by the CEO or by the Board of Directors.
(b) If there is more than one Vice President, each Vice President shall succeed
to the duties of the President in order of rank as determined by the Board of
Directors. If no such rank has been determined, then each Vice President shall
succeed to the duties of the President in order of date of election, the
earliest date having the first rank.
SECTION 7. Secretary:
- ---------------------
The Secretary shall: (a) keep the minutes of the proceedings of the shareholders
and of the Board of Directors in one or more minute books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the CEO certificates for shares of
the Corporation, the issuance of which shall have been authorized by resolution
of the Board of Directors; (f) have general charge of the stock transfer books
of the Corporation; and (g) in general perform all duties incident to the office
of the Secretary and such other duties as from time to time may be assigned to
him/her by the CEO or by the Board of Directors.
SECTION 8. Treasurer:
- ---------------------
The Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the Corporation; (b) receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the CEO or by the Board of Directors. If required
by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such sureties as the Board of
Directors shall determine.
SECTION 9. Salaries:
- --------------------
The salaries of the officers shall be fixed from time to time by the Board of
Directors, and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation.
7
<PAGE>
ARTICLE V - INDEMNITY
---------------------
The Corporation shall indemnify its directors, officers and employees as
follows:
(a) Every director, officer, or employee of the Corporation shall be indemnified
by the Corporation against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him in connection with any proceeding to
which he may be made a party, or in which he may become involved, by reason of
his being or having been 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 the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.
(b) The Corporation shall provide to 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 the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article V.
ARTICLE VI - 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 evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.
SECTION 3. Checks, Drafts, etc.:
- --------------------------------
All checks, drafts or other orders for the 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 time be determined by resolution of the Board of
Directors.
8
<PAGE>
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 VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
--------------------------------------------------------
SECTION 1. Certificates for Shares:
- -----------------------------------
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates shall be signed
by the President and by the Secretary or by such other officers authorized by
law and by the Board of Directors so to do, and sealed with the corporate seal.
All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares:
- ------------------------------
Transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes. Provided, however, that upon any action undertaken by
the shareholders to elect S Corporation status pursuant to Section 1362 of the
Internal Revenue Code and upon any shareholders agreement thereto restricting
the transfer of said shares so as to disqualify said S Corporation status, said
restriction on transfer shall be made a part of the bylaws so long as said
agreement is in force and effect.
ARTICLE VIII - FISCAL YEAR
--------------------------
The fiscal year of the Corporation shall begin on the 1st day of January and end
on the 31st day of December of each year.
9
<PAGE>
ARTICLE IX - DIVIDENDS
----------------------
The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.
ARTICLE X - CORPORATE SEAL
--------------------------
The Board of Directors shall provide a corporate seal, which shall be circular
in form and shall have inscribed thereon the name of the Corporation and the
state of incorporation and the words, "Corporate Seal".
ARTICLE XI - WAIVER OF NOTICE
-----------------------------
Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or director of the Corporation under the provisions of these
Bylaws or under the provisions of the Articles of Incorporation or under the
provisions of the applicable Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XII - AMENDMENTS
------------------------
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the Board of Directors at any regular or special meeting of the Board of
Directors.
The above Bylaws are certified to have been adopted by the Board of Directors of
the Corporation on the 25th Day of March, 1998.
/s/ Mary E. Writer
- -------------------------------------
Mary E. Writer - Secretary
10
<PAGE>
BY-LAWS
OF
MAKE IT HAPPEN MANAGEMENT
ARTICLE I - OFFICES
-------------------
The principal office shall be located at 11423 West Bernardo Court, San Diego,
California 92127, County of San Diego. The Corporation may have such other
offices, either within or without the State of California as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.
ARTICLE II - SHAREHOLDERS
-------------------------
SECTION 1. Annual Meetings:
- ---------------------------
The annual meeting of the shareholders shall be held within three (3) months
after the close of the fiscal year of the Corporation, for the purpose of
electing directors, and transacting such other business as may properly come
before the meeting.
SECTION 2. Special Meetings:
- ----------------------------
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or by the Board
of Directors, and shall be called by the President at the request of the holders
of not less than percent ten per cent (10%) of all the outstanding shares of the
Corporation entitled to vote at the meeting.
SECTION 3. Place of Meetings:
- -----------------------------
The Board of Directors may designate any place, either within or without the
State of California, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting. A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any
place, either within or without the State of California, unless otherwise
prescribed by statute, as the place for the holding of such meeting. If no
designation is made, the place of meeting shall be the principal office of the
Corporation.
SECTION 4. Notice of Meetings:
- ------------------------------
Written 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
unless otherwise prescribed by statute, be delivered not less than ten nor more
than fifty days before the date of the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
1
<PAGE>
SECTION 5. Closing of Transfer Books or Fixing of Records:
- ----------------------------------------------------------
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least 5 days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than 30 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
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 date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
SECTION 6. Voting:
- ------------------
The officer or agent having charge of the stock transfer books for shares of the
corporation shall make a complete list of the shareholders entitled to vote at
each meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
Such list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof.
SECTION 7. Quorum:
- ------------------
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies:
- -------------------
At all meetings of shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
2
<PAGE>
Corporation before or at the time of the meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or similar
communications equipment by which all persons participating in the meeting can
hear each other, and participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 9. Voting of Shares:
- ----------------------------
Each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders:
- ------------------------------------------------
(a) Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.
(b) Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
(c) 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 to do so be contained
in an appropriate order of the court by which such receiver was appointed.
(d) A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
(e) Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders:
- --------------------------------------------
Unless otherwise provided by law, any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.
3
<PAGE>
ARTICLE III - BOARD OF DIRECTORS
--------------------------------
SECTION 1. General Powers:
- --------------------------
The business and affairs of the Corporation shall be managed by its Board of
Directors.
SECTION 2. Number, Tenure and Qualifications:
- ---------------------------------------------
The number of directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than three (3). Each director shall
hold office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified.
SECTION 3. Regular Meetings:
- ----------------------------
A regular meeting of the Board of Directors shall be held without other notice
than this By-Law immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide, by resolution, the time and
place for the holding of additional regular meetings without notice other than
such resolution.
SECTION 4. Special Meetings:
- ----------------------------
Special meetings of the Board of Directors may be called by or at the request of
the President or any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.
SECTION 5. Notice:
- ------------------
Notice of any special meeting shall be given at least one (1) day previous
thereto by written notice delivered personally or mailed to each director at his
business address, or electronically. If mailed, such notice shall be deemed to
be delivered when deposited in the United States Mail so addressed, with postage
thereon prepaid. If notice be given electronically, such notice shall be deemed
to be delivered when the transmission is delivered to the director. Any
directors may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver 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 6. Quorum:
- ------------------
A majority of the number of directors fixed by Section 2 of this Article III
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
4
<PAGE>
SECTION 7. Manner of Action:
- ----------------------------
The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting:
- ------------------------------------
Any action that may be taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, shall be signed before such action by all of the directors.
SECTION 9. Vacancies:
- ---------------------
Any vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
Board of Directors, unless otherwise provided by law. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors may be filled by election by the Board of Directors for a term of
office continuing only until the next election of directors by the shareholders.
SECTION 10. Compensation:
- -------------------------
By resolution of the Board of Directors, each director may be paid his expenses,
if any, of attendance at each meeting of the Board of Directors, and may be paid
a stated salary as director or compensation in the form of stock in the
Corporation or a fixed sum for attendance at each meeting of the Board of
Directors or any combination thereof. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 11. Presumption of Assent:
- ----------------------------------
A director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action 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 the Secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
ARTICLE IV - OFFICERS
---------------------
SECTION 1. Number:
- ------------------
The officers of the Corporation shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
5
<PAGE>
necessary may be elected or appointed by the Board of Directors, including a
Chairman of the Board. In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office except those of
President and Secretary.
Any two or more offices may be held by the same person, except for the offices
of President and Secretary, which may not be held by the same person. Officers
may be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office:
- ---------------------------------------
The officers of the Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently as it may be. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified, or until
his death, or until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Removal:
- -------------------
Any officer or agent may be removed by the Board of Directors whenever, in its
judgment, the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights, and such appointment shall be terminable at will.
SECTION 4. Vacancies:
- ---------------------
A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors for the unexpired portion
of the term.
SECTION 5. Chief Executive Officer:
- -----------------------------------
The Chief Executive Officer (CEO) shall be the principal executive officer of
the Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors, unless there is a Chairman of the Board, in which
case the Chairman shall preside. He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the 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, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
6
<PAGE>
SECTION 6. President and Vice President/s:
- ------------------------------------------
(a) In the absence of the CEO or in event of his death, inability or refusal to
act, the President shall perform the duties of the CEO, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
CEO. The President shall perform such other duties as from time to time may be
assigned to him by the CEO or by the Board of Directors.
(b) If there is more than one Vice President, each Vice President shall succeed
to the duties of the President in order of rank as determined by the Board of
Directors. If no such rank has been determined, then each Vice President shall
succeed to the duties of the President in order of date of election, the
earliest date having the first rank.
SECTION 7. Secretary:
- ---------------------
The Secretary shall: (a) keep the minutes of the proceedings of the shareholders
and of the Board of Directors in one or more minute books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the CEO certificates for shares of
the Corporation, the issuance of which shall have been authorized by resolution
of the Board of Directors; (f) have general charge of the stock transfer books
of the Corporation; and (g) in general perform all duties incident to the office
of the Secretary and such other duties as from time to time may be assigned to
him/her by the CEO or by the Board of Directors.
SECTION 8. Treasurer:
- ---------------------
The Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the Corporation; (b) receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the CEO or by the Board of Directors. If required
by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such sureties as the Board of
Directors shall determine.
SECTION 9. Salaries:
- --------------------
The salaries of the officers shall be fixed from time to time by the Board of
Directors, and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation.
7
<PAGE>
ARTICLE V - INDEMNITY
---------------------
The Corporation shall indemnify its directors, officers and employees as
follows:
(a) Every director, officer, or employee of the Corporation shall be indemnified
by the Corporation against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him in connection with any proceeding to
which he may be made a party, or in which he may become involved, by reason of
his being or having been 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 the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.
(b) The Corporation shall provide to 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 the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article V.
ARTICLE VI - 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 evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.
SECTION 3. Checks, Drafts, etc.:
- --------------------------------
All checks, drafts or other orders for the 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 time be determined by resolution of the Board of
Directors.
8
<PAGE>
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 VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
--------------------------------------------------------
SECTION 1. Certificates for Shares:
- -----------------------------------
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates shall be signed
by the President and by the Secretary or by such other officers authorized by
law and by the Board of Directors so to do, and sealed with the corporate seal.
All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares:
- ------------------------------
Transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes. Provided, however, that upon any action undertaken by
the shareholders to elect S Corporation status pursuant to Section 1362 of the
Internal Revenue Code and upon any shareholders agreement thereto restricting
the transfer of said shares so as to disqualify said S Corporation status, said
restriction on transfer shall be made a part of the bylaws so long as said
agreement is in force and effect.
ARTICLE VIII - FISCAL YEAR
--------------------------
The fiscal year of the Corporation shall begin on the 1st day of January and end
on the 31st day of December of each year.
9
<PAGE>
ARTICLE IX - DIVIDENDS
----------------------
The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.
ARTICLE X - CORPORATE SEAL
--------------------------
The Board of Directors shall provide a corporate seal, which shall be circular
in form and shall have inscribed thereon the name of the Corporation and the
state of incorporation and the words, "Corporate Seal".
ARTICLE XI - WAIVER OF NOTICE
-----------------------------
Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or director of the Corporation under the provisions of these
Bylaws or under the provisions of the Articles of Incorporation or under the
provisions of the applicable Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XII - AMENDMENTS
------------------------
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the Board of Directors at any regular or special meeting of the Board of
Directors.
The above Bylaws are certified to have been adopted by the Board of Directors of
the Corporation on the 1st Day of December, 1999.
/s/ Mary E. Writer
- --------------------------------------
Mary E. Writer - Secretary
10
Consent of Accountant
Make It Happen Management, Inc.
11423 West Bernardo Court
San Diego, California 92127
RE: Form 10-SB of Make It Happen Management, Inc. filed with the Securities and
Exchange Commission on or about January 22, 2000 ("Form 10-SB")
Gentlemen,
The undersigned hereby consents to the use of its name in the Form 10-SB
under the Heading "financial statements".
Sincerely,
/s/ Jonathon P. Reuben
- ----------------------
Jonathon P. Reuben
An Accounting Corporation
23440 Hawthorne Blvd., Suite 270
Torrance, California 90505
Independent Auditors
Consent of Attorney
Make It Happen Management, Inc.
11423 West Bernardo Court
San Diego, California 92127
RE: Form 10-SB of Make It Happen Management, Inc. filed with the Securities and
Exchange Commission on or about January 22, 2000 ("Form 10-SB")
Gentlemen,
The undersigned hereby consents to the use of its name in the Form 10-SB
under the Heading "legal matters".
Sincerely,
/s/ Patricia Cudd & Associates
- ------------------------------
Patricia Cudd & Associates
1120 Lincoln Street, Suite 703
Denver, Colorado 80203
CONFIDENTIAL OFFERING MEMORANDUM
- --------------------------------------------------------------------------------
MAKE IT HAPPEN MANAGEMENT
(A Nevada Corporation)
Up to 2,000,000 Shares
Of Common Stock, .001 Par Value
Offering Price $.05 Per Share - Minimum purchase 5,000 Shares -
Total Offering $100,000
IT IS ANTICIPATED THAT THE SECURITIES WILL BE OFFERED FOR SALE IN A NUMBER OF
STATES. THE SECURITIES LAWS OF CERTAIN STATES REQUIRE CERTAIN CONDITIONS AND
RESTRICTIONS RELATING TO THE OFFERING TO BE DISCLOSED. A DESCRIPTION OF THE
RELEVANT CONDITIONS AND RESTRICTIONS IS SET FORTH BELOW. FURTHERMORE, CERTAIN
STATES IMPOSE SUITABILITY STANDARDS ON PROSPECTIVE PURCHASERS IN ADDITION TO
THOSE GENERALLY IMPOSED BY THE COMPANY. IT SHOULD NOT BE ASSUMED BY REASON OF
THE SUMMARY BELOW OF A PARTICULAR STATE'S REQUIREMENTS THAT THE COMPANY HAS BEEN
AUTHORIZED TO OFFER OR SELL SECURITIES IN SUCH STATE.
THESE SECURITIES ARE BEING ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE
REGISTRATION OR QUALIFICATION PROVISION OF THE SECURITIES LAWS, SPECIFICALLY
RULE 504 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AND VARIOUS
SELF-EXECUTING LIMITED OFFERING EXEMPTIONS OR ISOLATED TRANSACTION EXEMPTIONS IN
THE STATES WHERE AN OFFERING WILL BE MADE, WHICH THE OFFER INTENDS TO FULLY
COMPLY WITH AND IS TAKING SPECIFIC INTERNAL STEPS TO DO SO. WHILE THERE ARE NO
RESTRICTIONS ON THE RESALE OF THESE SECURITIES ON THE FEDERAL LEVEL, THE VARIOUS
STATE LAW REQUIREMENTS MUST BE COMPLIED WITH FOR PURPOSES OF RESALE, WHICH MAY
BE DONE PURSUANT TO EXEMPTION WHEREVER AVAILABLE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
Price to Purchasers Proceeds to the Company
------------------- -----------------------
Per Unit $ 0.05 $ 0.05
Total Offering $ 100,000.00 $ 100,000.00
- --------------------------------------------------------------------------------
Make It Happen Management
850 South Rancho Drive, # 2130
Las Vegas, Nevada 89106
This Prospectus is dated March 30, 1998
<PAGE>
TABLE OF CONTENTS
TABLE OF CONTENTS.............................................................2
THE OFFERING..................................................................3
OFFERING SUMMARY..............................................................4
THE COMPANY................................................................4
THE OFFERING...............................................................4
SELECTED FINANCIAL INFORMATION.............................................4
BALANCE SHEET DATA.........................................................4
RISK FACTORS..................................................................5
BUSINESS RISKS.............................................................6
DILUTION......................................................................6
USE OF PROCEEDS...............................................................7
PROPOSED BUSINESS OF THE COMPANY..............................................8
HISTORY AND ORGANIZATION...................................................8
THE COMPANY................................................................8
BUSINESS OF THE COMPANY....................................................8
MARKET.....................................................................8
COMPETITION................................................................8
MANAGEMENT.................................................................9
COMPENSATION...............................................................9
INDEMNIFICATION AND EXCLUSION OF LIABILITY OF DIRECTORS AND OFFICERS......10
RESUMES......................................................................10
MAJESTIK MAGNIFICENT......................................................10
MARY E. WRITER............................................................10
DAVID SPOON...............................................................11
CONFLICTS OF INTEREST........................................................11
STOCK........................................................................12
PRINCIPAL SHAREHOLDERS....................................................12
DESCRIPTION OF SECURITIES.................................................12
PRICING THE OFFERING.........................................................12
LITIGATION...................................................................13
LEGAL MATTERS................................................................13
EXPERTS......................................................................13
ADDITIONAL INFORMATION.......................................................13
2
<PAGE>
THE OFFERING
This offering is being made by Make It Happen Management (the "Company") on a
"best efforts" basis. The Company is offering 2,000,000 shares of its common
stock ("Shares") at a price of $0.05 per share. All funds received from
subscribers will be deposited in the treasury of the Company upon acceptance of
the subscription.
There is no market for the shares being offered and there can be no assurance
that a market will develop by reason of this offering. The offering price has
been arbitrarily determined by the Company, and has no relationship to the
Company's assets, book value, net worth, or other recognized criteria of value.
The Company has no operating history and there are significant risks that exist
concerning the Company and its proposed operations (see "RISK FACTORS").
The Company will file a Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6) and/or Uniform Limited Offering Exemption (the "Notice") on Form D
with the United States Securities and Exchange Commission.
Copies of the Notice on Form D may be inspected without charge at the corporate
offices of the Company during regular business hours and copies of all or any
part thereof may be obtained from the Company at prescribed rates.
THE SHARES ARE OFFERED BY THE COMPANY AND MAY BE SOLD BY OFFICERS AND DIRECTORS
OF THE COMPANY AND ARE SUBJECT TO PRIOR SALE, WITHDRAWAL, OR CANCELLATION OR
MODIFICATION WITHOUT NOTICE. OFFERS TO PURCHASE, AND CONFIRMATIONS OF SALE,
ISSUED BY THE COMPANY ARE SUBJECT TO ACCEPTANCE BY THE COMPANY AND IT IS THE
RIGHT OF THE COMPANY TO REJECT ANY OFFER TO PURCHASE AND CANCEL ANY CONFIRMATION
OF SALE, IN WHOLE OR IN PART, WITH OR WITHOUT CAUSE, AT ANY TIME PRIOR TO
DELIVERY OF UNIT SHARES TO A SUBSCRIBER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION, OR IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO. ALL PAYMENTS FOR THESE SECURITIES SHALL
BE MADE BY CASH, CHECK, OR MONEY ORDER PAYABLE TO "MAKE IT HAPPEN MANAGEMENT"
THE TERMINATION DATE OF THIS OFFERING IS NINETY (90) DAYS AFTER THE DATE OF THIS
PROSPECTUS, UNLESS EXTENDED BY THE COMPANY FOR AN ADDITIONAL NINETY (90) DAYS.
3
<PAGE>
OFFERING SUMMARY
The following is a summary of certain information contained in this Prospectus
and is qualified in its entirety by the more detailed information and financial
statements (including notes thereto) appearing elsewhere in this Prospectus.
The Company
Make It Happen Management (the "Company") was organized as a Nevada corporation
in March of 1998. Its principal place of business is currently located at 850
South Rancho Drive, # 2130 Las Vegas, Nevada 89106. The telephone number is
(702) 391-7502.
The Company was formed to guide various artists of entertainment in their
careers on the road to fame and success. The Company specializes in managing,
producing, marketing, and other related services to vocalists, athletes, actors,
actresses, and related celebrities. The Company takes artists from their field
of interest, and then guides them to a superstar status. The Company also puts
together packages and deals with record companies, record studios, movie
companies, and music scores. The Company has connections with talented
individuals that specialize in all phases and forms of entertainment that will
prove to be valuable in the future.
The company is a start-up enterprise in the development stage and has had no
revenues to date. (See "Proposed Business of the Company").
The Offering
- --------------------------------------------------------------------------------
Type of securities offered: 2,000,000 Shares of Common Stock
$.001 Par Value, offered at $.05 per share
- --------------------------------------------------------------------------------
Shares outstanding prior to 8,000,000 Shares
offering:
- --------------------------------------------------------------------------------
Shares outstanding after offering: 10,000,000 Shares
(If all securities are sold)
- --------------------------------------------------------------------------------
Selected Financial Information
The following sets forth the selected financial information as of March 30,
1998, and is qualified in its entirety by the financials appearing elsewhere in
this Prospectus. The Company's fiscal year end is December 31.
Balance Sheet Data
- --------------------------------------------------------------------------------
Cash $200.00
- --------------------------------------------------------------------------------
Total Assets $0.00
- --------------------------------------------------------------------------------
Total Liabilities $10,000.00
- --------------------------------------------------------------------------------
Book Value Per Share ($0.001225)
- --------------------------------------------------------------------------------
4
<PAGE>
RISK FACTORS
1. Arbitrary Offering Price. Prior to the offering made hereby, there has
been no market for the Company's Common Stock. The offering price of the Shares
has been arbitrarily determined by the Company and bears no relationship to
assets, book value, net worth, earnings, actual results of operations, or any
other established investment criteria. Among the factors considered in
determining such offering price were the Company's current financial condition,
the degree of control which the current shareholders desired to retain, and an
evaluation of the prospects for the Company's growth. The offering price set
forth on the cover page of this Prospectus should not, therefore, be considered
an indication of the actual value of the Common Stock of the Company.
2. Dilution. Investors participating in this offering will not incur
immediate, substantial dilution. See "DILUTION".
3. Lack of Market for Shares. There is no market for the Company's Shares
and there can be no assurance that such a market will develop by reason of this
offering. Upon completion of the offering, there is a possibility that even if a
market does develop, it would not be sustained. The investment community may
show little or no interest in the Shares offered; and, accordingly, investors
may not be readily able to liquidate their investment. Even if a purchaser
hereunder is able to find a brokerage firm to effect a transaction in the
securities of the Company, a combination of brokerage commissions, state
transfer taxes, when applicable, and any other selling costs may exceed the
offering price of the same.
4. No Underwriter. The Company will sell the Shares offered hereby without
the use of an underwriter. The Company may experience difficulty in completing
the sale of its Shares and if so, the Company may not be able to complete its
business plan as successfully as it might if the maximum number of Shares are
sold.
5. No Likelihood of Dividends. The Company has never paid dividends. At
present, the Company does not anticipate paying dividends on its Common Stock in
the foreseeable future and intends to devote any earnings to the development of
the Company's business. Investors who anticipate the need for immediate income
from their investment should refrain from the purchase of the Shares.
6. Potential for Future Stock Offerings. In the event the proceeds from
this Offering are inadequate to finance operations, the Company may conduct
future offerings of its securities. Such an offering would dilute the ownership
interests of investors in this offering.
Business Risks
7. Recently Organized Company. The Company was recently organized and may
be considered a start-up company. The Company has no operating history and has
not conducted any significant business prior to its organization. The Company,
5
<PAGE>
therefore, must be considered promotional and in its early formative and
developmental stage. Potential investors should be aware of the difficulties
normally encountered by a new enterprise. There is nothing at this time on which
to base an assumption that the Company's business plans will prove successful,
and there is no assurance that the Company will be able to operate profitably
(see "PROPOSED BUSINESS OF THE COMPANY").
8. Use of Proceeds Not Specific. The proceeds of this offering have been
allocated only generally. Proceeds from sale of Shares will most likely be
allocated to working capital or administrative expenses. Accordingly, investors
will entrust their funds with management in whose judgment investors must
depend, with only limited information about management's specific intentions.
(see "USE OF PROCEEDS" and "PROPOSED BUSINESS OF THE COMPANY").
9. Controlling Entities and Potential Conflicts of Interest. Upon
completion of this offering, the present directors and executive officers and
their respective affiliates, will beneficially own 80% of the outstanding Common
Stock. As a result, these stockholders will be able to exercise significant
influence over all matters requiring stockholder approval, including the
election of directors and approval of significant corporate transactions. Such
concentration of ownership may also have the effect of delaying or preventing a
change in control of the Company. Management will be engaged in transactions
with the Company that will involve potential conflicts of interest. In addition,
the officers are not required to devote all of their time and energies to the
business and affairs of the Company.
10. Competition. There are numerous corporations, firms, and individuals
that are engaged in the type of business activities contemplated by the Company.
Many of those entities are more experienced and possess substantially greater
financial, technical, and personnel resources than the Company. While the
Company hopes to be competitive with other similar companies, there can be no
assurance that such will be the case.
DILUTION
Dilution is a reduction in the net tangible book value of a purchaser's
investment measured by the difference between the purchase price and the net
tangible book value of the Shares after the purchase takes place. The net
tangible book value of Common Stock is equal to stockholders' equity applicable
to the Common Stock as shown on the Company's balance sheet divided by the
number of shares of Common Stock outstanding. As a result of such dilution, in
the event the Company is liquidated, a purchaser of Shares may receive less than
his initial investment and a present stockholder may receive more.
The net tangible book value of the Company's Common Stock as of March 30, 1998
was -$0.001225 per share. After giving effect to the receipt of estimated net
proceeds of $100,000 thousand dollars from the sale by the Company of 2,000,000
6
<PAGE>
shares of Common Stock the pro forma net tangible book value would then be
$100,000 thousand dollars or $0.00902 per share of Common Stock. This represents
an immediate increase in net tangible book value of $0.010245 per share of
Common Stock to existing holders of Common Stock from the proceeds of the
Offering and substantial dilution to the new investors (i.e., the difference
between the assumed initial offering price of $0.05 per share of Common Stock
and the pro forma net tangible book value per share) of $0.04098 per share of
Common Stock.
USE OF PROCEEDS
The net proceeds of the offering will be $100,000. The principal purposes and
priorities in which proceeds are to be used are as set forth below:
- --------------------------------------------------------------------------------
Gross Amount of Proceeds: $100,000.00 100.0%
- --------------------------------------------------------------------------------
Accounting & Legal Fees 10,000.00 10.0
- --------------------------------------------------------------------------------
Web Page Development 10,000.00 10.0
- --------------------------------------------------------------------------------
Past Debt (start-up costs) 10,000.00 10.0
- --------------------------------------------------------------------------------
Officers Salaries (6 months) 12,000.00 12.0
- --------------------------------------------------------------------------------
Marketing & Consulting Fees 20,000.00 20.0
- --------------------------------------------------------------------------------
Working Capital 38,000.00 38.0
- --------------------------------------------------------------------------------
Total $100,000.00 100.0%
- --------------------------------------------------------------------------------
The amounts set forth above merely indicate the proposed use of proceeds. Actual
expenditures may vary substantially from these estimates depending upon economic
conditions and the production and sale of the products and services provided by
the Company. Accordingly the Company reserves the option to seek additional
funds through loans, other offering of the Company's securities or other
financial arrangements.
7
<PAGE>
PROPOSED BUSINESS OF THE COMPANY
History and Organization
Make It Happen Management (the "Company") was organized as a Nevada corporation
in March of 1998. Its principal place of business is currently located at 850
South Rancho Drive, # 2130 Las Vegas, Nevada 89106. The telephone number is
(702) 391-7502.
The Company
The Company was formed to guide various artists of entertainment in their
careers on the road to fame and success. The Company specializes in managing,
producing, marketing, and other related services to vocalists, athletes, actors,
actresses, and related celebrities. The Company contracts with artists in their
respective field, and then helps guide and manage their careers to create
superstar status. The Company also puts together packages of deals with record
companies, record studios, movie companies, and music scores. The Company has
contacts with talented individuals that specialize in all phases of
entertainment that will prove valuable in the future.
The Company is a start-up enterprise in the development stage and has had no
revenues to date.
Business of the Company
The business of the Company is to help and promote artists to produce records,
concerts, movies and other factors in the world of show business. The Company
will also be responsible for assisting with percentages and points on
opportunities and contracts, including movies and merchandising, but most
importantly protecting the artist from the politics of show business. The
Company will also be dealing with the royalties of each individual artist on a
personal basis. The Company is the forerunner and mediator for the artist when
dealing with major entertainment-associated corporations.
Market
The demand for an honest "agent" or company in the field of entertainment is
extraordinarily high. Some key factors to be considered while determining a
market would include merchandising, records, albums, and the buying public
worldwide. Billions of dollars are spent within the industry every year and the
demand for such items and services is outrageous.
Competition
Management has found that this industry has been exploited all over the world
since its inception, thus, creating a valuable and extensive market for products
and services. Furthermore management has found through research that the
industry is extremely fierce between individuals working their way to the top.
8
<PAGE>
Accordingly, the Company expects to remain for an indeterminate time, a small
participant in the business of the entertainment industry.
Management
The directors and executive officers of the Company are as follows:
- --------------------------------------------------------------------------------
Name and Address Position
- --------------------------------------------------------------------------------
Majestik Magnificent President
850 South Rancho Drive, Suite 2130 Member of the Board of Directors
Las Vegas, Nevada 89106
- --------------------------------------------------------------------------------
Mary E. Writer Secretary & Treasurer
2682 Auralie Drive Member of the Board of Directors
Escondido, California 92025
- --------------------------------------------------------------------------------
David Spoon Vice President
18585 Caminito Pasadero, #424 Member of the Board of Directors
San Diego, California 92128
- --------------------------------------------------------------------------------
The directors named above will serve until the first annual meeting of the
Company's shareholders. Thereafter, directors will be elected for one-year terms
at the annual shareholders' meeting. Officers will hold their positions at the
pleasure of the Board of Directors, absent any employment agreement, of which
none currently exist or are contemplated.
With the exception of Mr. Magnificent, who will be donating all of his time and
efforts into the Company, the remaining directors and officers initially will
devote their time to the Company's affairs on an "as needed" basis, the amount
of which is undetermined at this time. Such time could amount to as little as
ten percent of the time they devote to their own business affairs.
There are no other persons whose activities are material to the Company's
operations.
Compensation
The Board of Directors has only adopted a salary compensation plan for the
President, who will receive a salary of $2,000 per month for the next six
months. At the end of the six months, the financial condition of the company
will dictate the compensations of the President and the remaining Officers and
Directors, plus the Company will reimburse its officers and directors for any
out-of pocket expenses incurred on behalf of the Company. The Company does not
have any pension, profit-sharing, stock bonus, or other benefit plans. Such
plans may be adopted in the future at the discretion of the Board of Directors.
9
<PAGE>
Indemnification and Exclusion of Liability of Directors and Officers.
So far as permitted by the Nevada Business Corporation Act, the Company's
Articles of Incorporation provide that the Company will indemnify its directors
and officers against expenses and liabilities they may incur and defend, settle
or satisfy any civil or criminal action brought against them on account of their
being or having been Company directors or officers unless, in any such action,
they are adjudged to have acted with gross negligence or to have engaged in
willful misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, (collectively, the "Acts") may be permitted to directors, officers or
controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Acts and is,
therefore, unenforceable.
RESUMES
Majestik Magnificent
Mr. Magnificent is currently the President of the Company and a member of the
Board of the Directors. His job responsibilities include general supervision and
control of all of the business and affairs of the Corporation. He has been
involved in the entertainment business all of his life. Mr. Magnificent worked
with the great Muhammad Ali and traveled around the world with him for five
years, until 1982 when he met Michael Jackson through Ali. Mr. Magnificent
quickly became one of Michael's closest friends and lived with the Jackson
family for nine years. The Jacksons solicited him to be the spokesperson for
them which included coordination with the press, talk shows, and handling
situations that only a unique individual like Mr. Magnificent could handle.
Mr. Magnificent has extraordinary contacts in the entertainment business as a
result of his relationships with such incredible personalities like Muhammad Ali
and the Jacksons for so many years. The most renown stars in the world call him
for his advice and consultation. He has met with the Pope of the Roman Catholic
Church, President Carter, President Ford, and many Heads of States along with
superstar entertainers.
Mary E. Writer
Mrs. Writer is currently the Secretary and Treasurer of the Company and a member
of the Board of Directors. Her responsibilities will include setting up and
maintaining all accounting records including accounts payable, accounts
receivable, payroll, taxes, and all incorporation filings, and business
licenses.
Prior to these positions, Ms. Writer was Secretary/Treasurer for Probook, Inc.
from September 1995 until her resignation in May 1996. From January 1990 until
July 1993 Ms. Writer worked for National Dynamics, a leading Southern California
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company which produces, markets, and distributes language learning tapes
nationwide. She was responsible for customer service, data entry, merchant
account transactions, and manifests for up to 300 shipments per day.
David Spoon
Mr. Spoon is currently a member of the Board of Directors. As a director of the
Company his responsibilities will include supervision of the day to day
operations, including the marketing of the Company's web site as well as the
development of the marketing procedures.
Mr. Spoon has had extensive involvement in the business community. Along side of
creating a corporation that grew to over three hundred people, he also
functioned as the chief executive officer for five years. He is also the
president of Scribbler Productions and the vice president of Tuning Spoon
Publishing. He hosted a radio show in Northern Arizona and is preparing to do
the same in San Diego. He also currently works with professional athletes in
marketing their business and charities as well. Mr. Spoon holds licenses for
real estate and investments, and in addition holds three separate ordinations
from different denominations.
CONFLICTS OF INTEREST
Initially, only the President of the Company will devote 100% of his time to the
affairs of the Company. The remaining officers of the company will not be
receiving a salary at this time. All of the officers have employment or business
activities outside of the Company. There will be occasions when the time
requirements of the Company conflict with the demands of the officers' other
employment. In this event, such conflicts may require that the Company attempt
to employ additional personnel. There is no assurance that the services of such
persons will be available or that they can be obtained upon terms favorable to
the Company.
The Company's officers and directors are subject to the doctrine of corporate
opportunities only insofar as it applies to business opportunities in which the
Company has indicated an interest, either through its proposed business plan or
by way of an express statement of interest contained in the Company's minutes.
No such indication of interest has yet been declared. If such areas of interest
are delineated, all business interests which may conflict with those of the
Company which come to the attention of an officer and/or director of the Company
must be promptly disclosed to the Board of Directors and made available to the
Company. In the event the Board shall reject an opportunity so presented, and
only in that event, any of the Company's officers and directors may avail
themselves of such an opportunity. Every effort will be made to resolve any
conflicts that may arise in favor of the Company. There can be no assurance,
however, that these efforts will be successful.
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STOCK
The following table sets forth information with respect to the share ownership,
both before and after this offering, of all beneficial 5% or more shareholders,
directors, officers and the officers and directors as a group, of the Stock of
the Company.
Principal Shareholders
- --------------------------------------------------------------------------------
Shares Percent Before Percent After
Owner Owned Offering Offering
- --------------------------------------------------------------------------------
Majestik Magnificent
President 7,800,000 97.50% 78.0%
Member of the Board of Directors
- --------------------------------------------------------------------------------
Mary E. Writer
Secretary & Treasurer 100,000 1.25% 1.0%
Member of the Board of Directors
- --------------------------------------------------------------------------------
David Spoon
Vice President 100,000 1.25% 1.0%
Member of the Board of Directors
- --------------------------------------------------------------------------------
Description of Securities
The Company is offering 2,000,000 Shares (the "Shares") in this offering at a
price of $.05 per share. The Company is authorized to issue 50,000,000 shares of
its Common Stock, $.001 par value. Each share of Common Stock is entitled to
share pro rata in dividends and distributions with respect to the Common Stock
when, as and if declared by the Board of Directors from funds legally available
therefor. No holder of any shares of Common Stock has any pre-emptive right to
subscribe for any of the Company's securities. Upon dissolution, liquidation or
winding up of the Company, the assets will be divided pro rata on a
share-for-share basis among holders of the shares of Common Stock after any
required distribution to the holders of the preferred stock. All shares of
Common Stock outstanding are fully paid and non-assessable and the shares will,
when issued upon payment therefore as contemplated hereby, be fully paid and
non-assessable. Each shareholder of Common Stock is entitled to one vote per
share with respect to all matters that are required by law to be submitted to
shareholders. The shareholders are not entitled to cumulative voting in the
election of directors. Accordingly, the holders of more than 50% of the shares
voting for the election of directors will be able to elect all the directors if
they choose to do so.
PRICING THE OFFERING
There is no market for the Shares. Although the Company plans to try and develop
a market for the shares, there is no assurance that a market will develop for
such following the offering. The offering price of the Shares to be sold in the
offering was determined by the Company. In determining the offering price and
number of Shares to be offered, the Company considered such factors as the
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financial condition of the Company, its net tangible book value, lack of
operating history, and general condition of the securities markets. Accordingly,
the offering price set forth on the cover page of this Prospectus should not be
considered to be an indication of the book value of the stock. The price bears
no relation to the Company's assets, book value, lack of earnings or net worth
or any other traditional criterion of value. Even in the event a market develops
for the Common Stock of the Company, it is unlikely that normal market forces
will result in a price increase of the Common Stock.
LITIGATION
The Company is not presently a party to any litigation nor, to the knowledge of
Management, is any litigation threatened.
LEGAL MATTERS
Patricia Cudd & Associates whose principle address is 1120 Lincoln Street, Suite
703, Denver, Colorado 80203 will provide legal services in rendering an opinion
with respect to the exemption to registration of the shares of common stock of
the Company offered in this offering.
EXPERTS
Sam Cordovano of Cordovano and Company whose principal address is 201 Steele
Street, Suite 300; Denver, Colorado, independent certified public accountants,
will act as auditor with respect to the financial and accounting statements of
the Company.
ADDITIONAL INFORMATION
The Company will file within 15 days of the 1st sale, with the Securities and
Exchange Commission a Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6), and/or Uniform Limited Offering Exemption (the "Notice") on Form D
under the provisions of the Securities Act of 1933. Copies of the Notice on Form
D may be purchased at the Commission's principal office, upon payment of the
fees presented by the Commission, or at the Company's corporate offices during
regular business hours.
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------------------------
Subscribers Name
STOCK SUBSCRIPTION AGREEMENT
----------------------------
Make It Happen Management
850 South Rancho Drive, # 2130
Las Vegas, Nevada 89106
RE: Acquisition of Common Shares of Make It Happen Management, A Nevada
Corporation (the "Company").
A. SUBSCRIPTION
The undersigned hereby acknowledges receipt of a copy of the offering
memorandum of the company and hereby subscribes for the number of Common Shares
(the "Shares") in the Company set forth on the signature page below at the
purchase price indicated.
B. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES
The undersigned hereby represents and warrants as follows:
1. Rule 504 Warranties. In connection with your offer of Shares, I
represent and warrant that I am over the age of 21 years; have had an
opportunity to ask questions of the principals or representatives of the
Company; that I, individually or together with others on whom I rely, have such
knowledge and experience in financial and business affairs that I have the
capability of evaluating the merits and risks of my investment in the Company;
that I am financially responsible and able to meet my obligations hereunder and
acknowledge that this investment is by its nature speculative; that you have
made all disclosure and documents pertaining to this investment available to me
and; where requested, to my attorney, accountant and investment adviser; and
that I will not sell my shares without registration under the Securities Act of
1933 or exemption therefrom.
2. Suitability. I represent that I either have such knowledge and
experience in financial and business matters that I am capable of evaluating the
merits and risks of my investment in the Company or, together with the purchaser
representative, if any, named below, have such knowledge and experience in
financial and business matters that we are capable of evaluating the merits and
risks of my investment in the Company; that I relied on my own legal counsel or
elected not to rely on my counsel despite the Company's recommendation that I
rely on my own legal counsel; and that I am able to bear the economic risk of
such investment.
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3. Representations by the Company. Except as set forth in the Offering
Memorandum, no representations and warranties, oral or otherwise, have been made
to the undersigned by the Company or any agent, employee or affiliate of the
Company, or any other person whether or not associated with this Offering and in
entering into this transaction, the undersigned is not relying upon any
information other than contained in the Offering Memorandum and the results of
his own investigation.
4. Risk. The undersigned understands that an investment in the Company
involves substantial risks, and the undersigned has carefully reviewed and is
aware of all of the risk factors related to the purchase of the Shares,
including those set forth under the caption "Risk Factors" in the Offering
Memorandum.
5. Residency Declaration. The undersigned represents and warrants that he
is a resident of the State in which this offer is made insofar as he occupies a
dwelling within the state and intends to remain within the State for an
indefinite period of the time. Further, if the undersigned is not a resident of
the State in which the offer is made, then the undersigned represents and
warrants that he is not a resident of any other state or possession of the
United States.
6. Restrictions of Transferability. The undersigned understands that the
Shares have been offered only in the states where permitted and are being sold
pursuant to an exemption from registration under the Securities Act of 1933, as
amended under Section 3 (b) and Rule 504 thereof and pursuant to the analogous
State statutes. The undersigned further understands that the Shares may not be
registered in any state which does not recognize such exemption and any
transfers to residents of such state must be made pursuant to registration or an
exception from registration in the transferee's state.
7. Indemnification and Arbitration. The undersigned recognizes that the
offer of the shares of Shares in the Company was based upon his representations
and warranties contained above and hereby agrees to indemnify the Company and to
hold it harmless against and all liabilities, costs or expenses (including
reasonable attorney's fees) arising by reason of, or in connection with, any
misrepresentation or any breach of such warranties by the undersigned, or
arising as a result of the sale or distribution of the Shares by undersigned in
violation of the Securities Act of 1933, as amended , or any other applicable
law. Further, in the event that any dispute were to arise in connection with
this Agreement or with the undersigned's investment in the company, the
undersigned agrees, prior to seeking any other relief at law or equity, to
submit the matter to binding arbitration accordance with the rules of the
National Association of Securities Dealers (NASD) at a place to be designated by
the Company.
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8. Accredited Investor. I AM ______or I AM NOT______ an accredited or
exempted investor based on the qualifications below:
a. A person who purchases at least $150,000 worth of common stock, if
such purchase price does not exceed 20% of the investor's net worth
(including the net worth of the investor's spouse) at the time of
purchase ("net worth") meaning the excess of all assets over all
liabilities under special provision for valuation of the principal
residence of the investor).
b. Any natural person whose individual net worth* or joint net worth*
with that persons spouse, at the time of purchase exceeds
$1,000,000.00;
c. Any natural person who had an individual income** not including the
income of the investor's spouse (even if they are purchase Units as
joint tenants or tenants in common), in excess of $200,000 in each of
the two most recent years and who reasonably expects an income** in
excess of $200,000 in the current year.
d. Any business development company as defined in section 2(a)48 of
the Investment Company Act of 1940; or any Small Business Investment
Company licensed by the U.S. Small Business administration under
section 301 (c) or (d) of the Small Business Administration Act of
1958;
e. Any private business development company as defined in section
202(a) of the Investment Advisers Act of 1940;
f. Any director, executive offer of general partner of the issuer of
the securities being offered or sold, or any director, executive offer
or general partner of a general partner of that issuer;
g. Any entity in which all of the equity owners are accredited
investors under paragraphs (b), (c), (d), (e), or (f) above.
- --------------------------------------------------------------------------------
* For this purpose, a person's net worth is the excess of all of the person's
assets over all of the person's liabilities. For the purposes of determining
person's net worth, the principal residence owned by an individual shall be
valued at (A) cost, including the cost of improvements, net of current
encumbrances upon the property or (B) the appraised value of the property as
determined by a written appraisal used by an institutional lender making a loan
to the individual secured by the property, including the cost of subsequent
improvements, net of current encumbrances upon the property. For the purposes of
this provision, "institutional lender" means a bank, savings and loan
association, industrial loan company, credit union or personal property broker
or a company whose principal business is as a lender upon loans secured by real
property and which has such loans receivable in the amount of $2,000,000 or
more.
** For this purpose, a person's income is the amount of his individual adjusted
gross income (as reported on a federal income tax returns), increased by the
following amounts: (a) any deduction for a portion of long term capital gains
(Section 1202 of the Internal Revenue Code (the "Code"); (b) any deduction for
depletion (Section 611 et seq. of the Code); (c) any exclusion for interest on
tax-exempt municipal obligations (Section 103 of the Code); and (d) any losses
of a partnership allocated to the individual limited partner (as reported on
Schedule E of Form 1040).
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9. Non-Accredited Investor.
a. My present net worth (exclusive of home, furnishings and
automobiles) exceeds five times my contemplated investment in the
Company (_____Yes ______No)
b. During the previous tax year I had an annual taxable income in
excess of $______________.
c. During the present tax year I anticipate an annual taxable income
in excess of $______________.
10. Agency Approval. No federal or state agency has made any determination
as to the fairness of the offering for investment purposes, or any
recommendations or endorsements of the Shares.
C. MISCELLANEOUS
1. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada.
2. This contains the entire agreement between the parties with respect to
the subject matter hereof. The provisions of this Agreement may not be modified
or waived except in writing.
3. The headings contained in this Agreement are for convenient reference
only, and they shall not limit or otherwise affect the interpretation of any
term or provision hereof.
4.The Shares described for herein will be acquired solely by Subscriber for
Subscriber's own account and not on behalf of any other person or organization
or entity, and not with a view to, or for resale in connection with, any
distribution of the Shares within the meaning of the Nevada Corporations Code.
Subscriber agrees to retain the Shares subscribed for herein until such time as
the resale or transfer of said Shares can be lawfully effected in compliance
with applicable securities laws. The Subscriber understands and agrees that
there may be other restrictions and conditions on sale of the Shares under the
terms and conditions of the applicable laws of the Subscriber's state of
residence.
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The securities are being acquired in good faith solely for my own account, for
investment purposes only, and are not being purchased with a view to the resale,
distribution, subdivision, or fractionalization thereof.
I hereby subscribe to _____________________ shares of common stock at $0.05 per
share in Make It Happen Management for a total purchase price of $____________ .
(Please return this agreement with a check payable to: Make It Happen
Management)
In WITNESS WHEREOF, the undersigned has executed this Agreement as of this
__________ day of _________________, 1999.
- --------------------------------------------------------------------------------
Subscriber Signature Social Security Number
- --------------------------------------------------------------------------------
Subscriber Name Subscriber Occupation
- --------------------------------------------------------------------------------
Work Phone Number Home Phone Number
- --------------------------------------------------------------------------------
Address (Street) Address (City, State, Zip)
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OFFICE USE ONLY
---------------
Accepted by Authorized Officer: M A K E I T H A P P E N M A N A G E M E N T
Date Recv'd:_______
- --------------------------------------------------------------------------------
CERT # ______________ DTD: ____/____/____ Accredited Investor: Y E S / N O
QTY: ________________ $ _________________ Check # _________________
Return Receipt Date(s) : Sent ____/____/____ Received ____/____/____
================================================================================
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