UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
2ND AMENDMENT
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities Exchange
Act of 1934
ALTREX INCORPORATED
(Name of small business issuer as specified in its charter)
Nevada 91-1932068
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
124 SOUTH WALL STREET, SUITE 105
Spokane, Washington 99201
(Address, including postal code, of registrant's principal
executive offices)
(509) 252-3939
(Telephone number, including area code)
Securities to be registered under Section 12 (b) of the Exchange Act: None
Securities to be registered under Section 12 (g)
of the Exchange Act: Common Stock, par value $0.001 per share
<PAGE>
TABLE OF CONTENTS
ITEM
PART I
Item 1. Description of Business
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Property
Item 4. Security Ownership of Certain Beneficial Owners and Management
Item 5. Directors, Executive Officers, Promoters, and Control Persons
of the Company
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions
Item 8. Description of Securities
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity
and Other Shareholder Matters
Item 2. Legal Proceedings
Item 3. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 4. Recent Sales of Unregistered Securities
Item 5. Indemnification of Directors and Officers
Item 6. General - Year 2000 Issues
PART F/S
Index to Financial Statements
PART III
Item 1. Index to Exhibits
<PAGE>
PART I
Altrex Incorporated (the "Company") has elected to file this Form
10-SB registration statement on a voluntary basis in order to
become a reporting company under the Securities Act of 1934. The
primary purpose for this is that the Company intends to be listed
for trading on the OTC Electronic Bulletin Board. Under the
current NASD rules, in order to become listed on the OTC
Electronic Bulletin Board, a company now must be a reporting
company under the Securities Act of 1934.
This registration statement, including the information that may
be incorporated herein by reference, contains forward-looking
statements including statements regarding, among other items, the
Company's business and growth strategies, and anticipated trends
in the Company's business and demographics. These forward-
looking statements are subject to a number of risks and
uncertainties, certain of which are beyond the Company's control.
Actual results could differ materially from these forward-looking
statements as a result of factors described in this section "Risk
Factors," including among others, regulatory or economic
influences.
ITEM 1. DESCRIPTION OF BUSINESS.
Background
Altrex Incorporated (the "Company") was incorporated as a Nevada
corporation on October 20, 1998, for the purpose of offering
internet services. Its principal place of business is located at
124 South Wall Street, Suite 105, Spokane, Washington, 99201.
The Company is authorized to issue up to 75,000,000 (seventy five
million) common shares, par value $0.001.
The Company was formed by Mr. Christopher A. George, who was
issued 1,500,000 (one million five hundred thousand) shares of
the Company's common stock in consideration of his efforts in
establishing the Company and overseeing the initiation and
implementation of its strategic business plan. Christopher
George is the Company's President and heads up its Board of
Directors. His brother, Monte A. George, is also on the
Company's Board of Directors and is the Secretary/Treasurer of
the Company. Monte George was issued 500,000 (five hundred
thousand) shares of the Company's common stock in consideration
of his similar efforts in establishing the Company and overseeing
the initiation and implementation of its strategic business plan.
Christopher and Monte George are the Company's sole officers and
directors.
In the Company's initial offering of shares ("Offering"), a total
of 500,000 Common shares were issued to 35 shareholders at a
price of $0.015 per share. This Offering was made pursuant to
Rule 504 of Regulation D (see PART II, ITEM 4, "Recent Sales of
Unregistered Securities"). This Offering commenced on November
5, 1998 and was closed on November 30, 1998.
There has been no bankruptcy, receivership, or similar proceeding
by or against the Company. In addition, there has been no
material reclassification, merger, consolidation, or purchase or
sale of a significant amount of assets not done in the ordinary
course of business.
Strategic Business Plan of Issuer
While currently in its development stage, the Company was formed
to exploit a strategic business plan (the "Plan") within the
internet industry. This Plan, in summary, has a primary focus of
exploiting the potential acquisition and consolidation of many
smaller internet service providers ("ISP") into one, larger ISP
that can enjoy and reap the benefits of the greater efficiencies
of scale provided by a large subscriber base and expanded revenue
sources. Further, as a larger ISP, the Company will be able to
more cost effectively add and/or enhance available services to
its subscribers, more effectively be to retain those accounts,
and more cost effectively advertise for additional subscribers to
their internet service by having the ability to offer the latest
in internet-related technologies and services.
With as little as $10,000 for the entry-level equipment, decent
bandwidth and connection to the local phone line system, a basic
understanding of computers, and an ad in the local yellow pages it
is easy to set up your own ISP business. As a result, the industry
has been a means for many people throughout the country to become
"self-employed." However, there are critical business "thresholds"
or levels that are easy to bump up against and stay at, but
difficult for most to successfully overcome in order to reach the
next business level, and thereby increase revenues to the point
where profits are more reasonable. These various thresholds are
created by such things as older equipment performance/limitations,
advertising budgets, capital limitations, industry/technical
knowledge, bandwidth restrictions, and the level of services that
can be effectively provided to subscribers.
As a result of these difficult thresholds within the industry,
there are many small ISP's, each with a few hundred subscribers,
that are merely eking out a basic existence for the owner. In
many instances, these owners have become less enamored with their
current "self-employed" status. Their dreams of easy monthly
income have been dashed in the face of the realities of and
changes going on within the internet industry. What were once
reasonable levels of cash flow are now declining due to the shift
of their subscriber base to other, more updated ISP's. There is
little choice for many of these ISP's on how to stay in business.
They must face the fact that they need to either upgrade their
equipment and/or services, or continue down the path of declining
revenues and profits. The tremendous technological advances in
computer and modem speeds have resulted in demands not only for
increased speeds at the server levels and ever-increasing needs
for data throughput and increased bandwidth availability.
Without the ability of the small ISP's to provide these, and
other, enhanced services to their subscribers, they slowly lose
their existing subscribers and cannot generate new business to
replace those lost revenues.
In short, many of these small ISP's are quickly facing this harsh
reality of the industry and have little choice but to either
spend more money to retain existing customers or lose business
over time and face ever-decreasing revenues. Therein lies the
foundation for the Company's strategic business plan.
By offering the owners of these smaller ISP's the opportunity to
recoup some, if not all, of their investment in their business,
they effectively have a reasonable means to exit the industry. In
return, the Company will be able to gain and consolidate existing
subscribers in a much quicker and more cost effective manner than
by starting up its own new ISP business from scratch.
Based on a review of the local Yellow Pages, within the greater
Spokane/Inland Northwest market, there are well over 30 different
independent ISP's operating. These do not include the national
powerhouses such as America Online, Compuserve, etc. While
specifics and details are difficult to obtain, these ISP's range
in size from having a subscriber base of a few hundred to several
thousand. The level and range of services provided to
subscribers also vary a great deal, with those having the largest
subscriber base providing the greatest amount and variety of
services. The monthly hookup fees also vary by quite a bit,
ranging from a low of about $8.00 per month (payable one year in
advance) for basic internet service at slower modem speeds, to
nearly $30 per month for a host of services including the most
current modem speeds. If the ISP has the ability to offer higher
bandwidth/modem speeds, the monthly prices go up even higher.
While the greater Spokane/Inland Northwest are will initially be
the primary focus of the Plan, it is the Company's intention to
expand the "network" to cover the three-state area known as the
Pacific Northwest into its longer term business strategy.
Possible expansion outside that area would not be inconceivable,
depending upon the Company's success within the local region and
the opportunities that may present themselves elsewhere.
In seeking ISP's to acquire and consolidate for its Plan, the
Company will rely upon various means such as direct mailings,
internet solicitations, advertising in industry publications,
word of mouth, and the many industry and business contacts that
the Messrs. George have put together in their many years in
business.
In acquiring the smaller ISP's, the Company will be flexible in
their structuring the many business transactions. Through the
ultimate tradability of the Company's shares on a public
exchange, the Company will not only have the ability to acquire
businesses for cash and debt (or a combination thereof), but
importantly will have the ability to additionally offer stock as
a means to exploit its strategic business plan.
At present, and during the initial phase of its Plan, the only
"employees" of the Company will be Messrs. George who will each
be working on Company business one, or possibly two days per
week. They have to date and will continue to receive no
compensation, other than the shares of common stock previously
mentioned above, during the initial phase of the Plan.
The size and financial strengths of most of the Company's
competitors are substantially greater than those of the Company.
However, management believes that the Company can effectively
compete with those other companies because of the close, personal
nature of its negotiation process in acquiring other ISPs, and
the flexibility that the Company will have in offering cash,
debt, and stock (or any combination thereof) to the sellers of
the ISP's. There are many out there, especially the small
independent ISPs that the Company will target, that are reluctant
to deal with the large "corporate" organizations.
The Company has no new product or service planned or announced to
the public.
The Company's business and strategic business plan is not subject
to material regulation by federal, state, or local governmental
agencies.
Risk Factors
The Company's strategic business plan and business model is
subject to many risks, including, but not necessarily limited to,
the following:
i. Industry Risk: The internet industry, and more specifically
the ISP industry, is highly competitive, very fragmented, and
ever-changing. It is characterized by national providers
like America Online and CompuServe, going head-to-head with
local area providers and even mom-and-pop businesses. On the
other hand, there is no overall "dominant" ISP and subscribers
have widely varying needs and expectations of their ISP.
Subscribers have a wide freedom of choice and ease in shifting
from one ISP to another.
ii. Competition: The business in which the Company is engaged is
highly competitive. Many of the competitors may be more
financially secure and better able to incur acquisition,
development, exploration, and marketing expenses. There can
be no assurance that the Company's prospects will not be
adversely affected by competition from these competitors.
iii. Lack of Operations: The Company has not commenced operations
and thus has no history of operations or profits in the
industry in which it will participate.
iv. Dependence on Management: The Company is largely dependent
upon the efforts and abilities of the Messrs. George to exploit
the business opportunities within the marketplace. However,
they have only recently formed the Company and have no
experience in operating the Company on a long-term basis.
There is no assurance that they will be able to manage the
transition from the development stage to a profitable Company.
v. Market Acceptance: While the Company's strategic plan has been
researched and well though out, there is no assurance the Plan
will be accepted in or by the marketplace, nor, that if it is
accepted, that demand will be sufficient to make the Company
profitable. The Company cannot project with certainty the
outcome of its operations, and there are no assurances that the
Company will operate profitably in either the near or long term.
vi. Economic Conditions: Local, national, and international economic
conditions may have a substantial adverse affect on the efforts
of the Company. The Company cannot guarantee against the possible
eventuality of any potential adverse economic conditions.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
The Company, since raising its initial capital, has concentrated
on further developing its strategic business plan to acquire and
consolidate smaller ISP's, and will likely continue to do so for
the next four to eight months. During that time, the Company
will be studying such things as the hardware and software
requirements of the Plan, including servers, computers, software,
modems, dial-tone providers, and the amount of bandwidth needed
to adequately serve the Company's needs. This will include
analyzing the many products that are available to satisfy these
needs with a focus on using equipment and services that allow
easy expansion and/or upgrades as the customer base and
computer/modem speeds increase. This study will also include the
search for a bandwidth supply that is both "clean" and easy to
incrementally increase the supply as/when needed. All of the
research and findings prepared during this phase will be compiled
and used to set forth a detailed operating budget for the Company
that will include ISP consolidations/acquisitions and new
customer projections coupled with the capital and operating cash
flow requirements necessary to meet those projections.
During the initial phase outlined above, the Company does not
anticipate the need for any additional capital. In addition,
there will be no "employees" required during this phase. All of
the analysis and work will be performed by Chris and Monte
George, who have been previously compensated for their efforts
through the issuance of Common Shares as set forth herein.
Based on the detailed studies, and resultant budgets and cash
flow projections prepared during the initial phase, it is
expected that the Company will go forward with another offering
in the next six to nine months to raise the funding needed to
move it into its second phase of its strategic business plan,
namely the acquisition/consolidation of small ISP's into the
Company. This phase is outlined in more detail below. In
determining the amount of additional funds that will need to be
raised, the Company will first establish reasonable levels of
subscriber growth in its operating projections, based on the
perceived availability of existing ISP's for purchase and new
subscriber growth through its own advertising, etc., and then,
based on these projections, it will determine the amount of
capital, advertising, and other related costs necessary to
accomplish that goal. In raising any additional equity, the
Company will consider all options, including, but not limited
to, another offering such as a 504, or a private placement(s)
with high net worth individual(s). In doing so, the Company
will consult with various professionals in the industry, such
attorneys and accountants to ensure that the Company goes the
best and most effective route and in compliance with state and
federal securities regulations. At present, the Company does not
know how much additional equity it will need to be raised, nor
does it know the means by which any additional equity will be
raised, or the exact timing thereof.
Once the foundation for the Plan has been decided and set forth
per the above discussion, the Company will begin its search for
the smaller ISP's that it plans to acquire and/or consolidate
into the Company. This phase is expected to begin in about nine
to twelve months. As it enters this phase of its strategic
business plan, the Company will likely need to begin adding a few
employees, which may include a programmer and a
secretary/bookkeeper/receptionist. Small ISP's will be solicited
by a variety of means, including direct mailings, internet
searches, industry publications, and through the many business
contacts that Chris and Monte George have established in their
several years in business. With the added flexibility that being
a publicly-traded entity provides, the Company will be able to
offer not only cash and/or debt in their related
acquisitions/consolidations of ISP's, but importantly the ability
to also offer a combination thereof, coupled with Shares in the
Company, as a means to grow and expand its revenue and operating
base.
Initially the Company will focus its efforts on the area known as
the Inland Northwest, but as its success and operating base
warrants, it will consider expansion to areas outside this area
to include Seattle, Portland, Boise, and surrounding communities,
basically the entire Northwest area. As it expands to areas
outside its immediate Inland Northwest area, the Company will
need to consider and possibly add an employee within each key
geographic area into which it expands.
The second phase of the strategic business plan will continue on
as the Company enters its third phase, which is the operation and
expansion of its ultimate goal of being a large, operating ISP.
During this phase, which is expected to begin in as little as
twelve months, the Company will be consolidating several smaller
ISP's into its operation. It will focus on the retention of the
existing customer bases from those ISP's, as well as advertise
and solicit new customers to the Company to expand its subscriber
base.
At this point, the Company expects to have many thousands of
subscribers to its internet service and be generating significant
cash flows therefrom. It is too early to foresee what may be
available to the Company at that time for an "exit strategy", but
all potential paths will be given proper and due consideration,
including everything from an outright sale of the Company to
ongoing operations and continued expansion of its territory.
However, there can be no assurance of when, if ever, the Company's
operations will develop as planned or be profitable. Although
Management intends to implement its business plan over certain
steps or milestones, and will do its best to mitigate the many
risks therein, there can be no assurance that such efforts will
ultimately be successful. At present, Management is focusing
its efforts on the development and advancement of its strategic
business plan. There have been no formal plans, liquidation or
otherwise, set forth should the Company be unable to receive or
raise additional funding. Should for some reason the Company be
unable to implement and execute its business plan, or unable to
raise additional funding, Management would then investigate all
available options to retain value for the shareholders. Among the
options that would be considered are: the sale of the strategic
business concept to another company, or possibly a merger or
acquisition (as a parent or target company) of another business
entity that has revenue and/or long term growth potential. At this
time, however, the Company has no commitments, arrangements, or
understandings to enter into a merger or acquisition, and the
Company has no criteria to effect a merger or acquisition with
another company.
At present, the Company does not expect or anticipate any
purchase and/or sales of any significant plant or equipment, nor
are there any plans to increase the number of employees in the
next twelve months.
Results of Operations
There were no revenues from sales for the period ended April
30, 1999. The Company sustained a net loss of $750 for the
period then ended, which was due to the amortization of
the capitalized start-up costs incurred by the Company.
Liquidity and Capital Resources
As of April 30, 1999, the Company had no cash on hand or
in the bank. Until such time as the Company sets forth and
implements its strategic business plan, there will
be no need for additional capital, since the Officers are
contributing their time and expenses at no cost during that time.
Although the complete strategic business plan has not yet been
fully researched and put together, management, at present,
foresees the need to raise about $300,000 to $500,000 in
additional capital to fully enter the acquisition phase of its
strategic plan. For the next twelve months, management has plans
to raise additional capital through the sale of equities. The
means to do so have not been set forth or decided by the Company,
however, they may include, but not be limited to, another Rule 504
offering and/or a private placement(s)with high net worth
individual(s). It is the Company's intent to use this additional
capital to fund their business plan, as operating revenues will
not be generated until such time as ISPs are acquired and set up
by the Company.
The Company faces considerable risks at each step in its
strategic business plan. Such things as technology, societal and
economic changes, cost overruns, a lack of interest in and/or
inability to acquire existing ISP's at fair prices, and
shortfalls in funding due to the Company's inability to raise
additional capital in the equity securities market all may have
an impact on the Company. If no additional funding is raised
over the next twelve months, the Company will be forced to rely
on funds loaned by the Officers and Directors. In such a
restricted scenario, the Company would not be able to complete
all of the steps of its strategic business plan, and would
therefore be forced to delay all capital-intensive activities.
It is possible that, without necessary and sufficient cash flow
during the next twelve months, the Company would have to severely
restrict its plans and abilities to move forward with its
strategic business plan.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company owns no property. Its office space is shared with
other entities and provided free of charge by the President of
the Company, Christopher George. The office space totals
approximately 600 square feet. This office arrangement and
configuration is considered adequate for current and short-term
operations of the Company.
If, and when, the Company's future plans require additional space
as its development and strategic business plan proceeds, the
building which it presently occupies has additional space for
possible expansion and unlimited bandwidth capacity that could
be utilized by the Company. If for some reason the current
building was not available, the Company could be easily relocated
to another location in town at competitive rents and available
bandwidth supply.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Set forth below is a list of those individuals, including any
group, known to be a beneficial owner of more than five percent
of any class of the Company's voting securities:
Name and Amount and
Address of Nature of Percent
Title of Beneficial Beneficial of
Class Owner Owner Class
Common Christopher A. George 1,500,000 Shares 60%
124 South Wall Street,
Suite 105
Spokane, WA 99201
Common Monte A. George 500,000 Shares 20%
124 South Wall Street,
Suite 105
Spokane, WA 99201
All Officers and Directors 2,000,000 Shares 80%
(2 Individuals)
There are no outstanding rights for any individual, or group, to
acquire additional Shares from options, warrants, rights,
conversion privilege, or similar obligations. The Messrs. George
are the Company's sole officers and directors.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS.
The Company's Directors and Executive Officers are as follows:
Name/Address Position Age
- ---------------------- -------------------------------- ----
Christopher A. George President & Director 36
124 South Wall Street,
Suite 105
Spokane, WA 99201
Monte A. George Secretary/Treasurer & Director 38
124 South Wall Street,
Suite 105
Spokane, WA 99201
Note: Christopher and Monte George are brothers.
Christopher A. George serves as the Company's President and
Chairman of its Board of Directors. Over the past ten years, Mr.
George has served in the following capacities: (1) from 1997 to
present he has been the President and Founder of Choicenet
Internet Services, an internet service provider which provides
internet service that is "content-filtered" and thus limits the
access to/from sites that provide pornography, racism, and other
materials found to be offensive by many people; (2) from 1996 to
1997, he was the General Manager and Vice President of Sales for
Northwest Juice and Beverage, a company supplying non-alcoholic
beverages, including juices, bottled waters, and soft drinks to
the retail and institutional trades; (3) from 1983 to 1996, Mr.
George served in the capacity of Marketing Development Manager
for Pepsi-Cola Inc. in Spokane and Seattle, WA.
Monte A. George serves as the Company's Secretary/Treasurer and
sits on its Board of Directors. Over the past ten years, Mr.
George has served in the following capacities: (1) from 1998 to
present he has been the President and Founder of The Recruiting
Network, an executive recruiting company based in Spokane, WA;
(2) from 1997 to 1998, he was the Western Regional Manager for
Juice Time, Inc., a manufacturer/distributor of high quality
concentrated juice products; (3) from 1995 to 1997, he was the
Vice President of Recruiting and Executive Search for the
Consumer Connection in Seattle, WA; (4) from 1990 to 1995, Mr.
George was the Regional Sales Manager for Cadbury Schweppes
Beverages in Seattle, WA.
The term of office for each Director is one year, or until his
successor is elected and qualified at the Company's annual
meeting of Shareholders, subject to ratification by the
Shareholders. The term of office for each Officer is one year or
until a successor is elected and qualified and is subject to
removal by the Board. No Officer or Director of the Company has
been the subject of any Order, Judgement, or Decree of any court
of competent jurisdiction, of any regulatory agency enjoining him
from acting as an investment advisor, underwriter, broker, or
dealer in the securities, or as an affiliated person, director,
or employee of an investment company, bank savings and loan
association, or insurance company or from engaging in or
continuing any conduct or practice in connection with the
purchase or sale of any securities nor has any person been the
subject of any order of a state authority barring or suspending
for more than sixty days, the right of such person to be engaged
in such activities or to be associated with such activities. No
Officer or Director of the Company has been convicted in any
criminal proceedings (excluding traffic violations) or the
subject of a criminal proceeding which is presently pending.
ITEM 6. EXECUTIVE COMPENSATION.
Christopher and Monte George have not received, nor are they
projected to receive, any compensation for their services,
including their capacities as Directors, other than the issuance
of the Company's Common Stock as set forth in Item 4 above.
Should the Company become profitable and produce commensurate
cash flows from operations and/or through the sale of strategic
investments, there may be some level of compensation paid to
them, however, this will be subject to approval by the Company's
Board of Directors. It is the responsibility of the Company's
Officers and its Board of Directors to determine the timing of
any remuneration for key personnel. Such determination and
timing thereof will be based upon such factors as positive cash
flow to include equity sales, ISP purchases, operating cash
flows, capital requirements, and a positive cash flow balance in
excess of $12,500 per month. At the time cash flow reaches this
point, and appears to be sustainable, the Officers and Board of
Directors will again readdress the compensation of its key
personnel and set forth a more formal and complete plan for
remuneration in line with operations of the Company. At present,
the Company `s management cannot accurately estimate the point
when revenues and operating cash flows will be sufficient enough
to implement this compensation plan, nor are they able to
estimate the exact amount of compensation at this time.
There are no annuity, pension, or retirement benefits proposed to
be paid to Officers, Directors, or employees of the Company in
the event of retirement at normal date pursuant to any presently
existing plan provided or contributed to by the Company, or any
of its subsidiaries, if any.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no actual or proposed transactions to which the
Company was or is to be a party to in which any Director,
Executive Officer, nominee for election as Director, security
holder, or any member of the immediate family of any of the
aforementioned had or is to have a direct or indirect material
interest.
ITEM 8. DESCRIPTION OF SECURITIES.
Qualification. The following statements constitute brief
summaries of the Company's Articles of Incorporation and Bylaws.
Such summaries do not purport to be fully complete and are
qualified in their entirety by reference to the full text of the
Articles of Incorporation and Bylaws of the Company.
Common Stock. The Company's Articles of Incorporation
authorize it to issue up to 75,000,000 (seventy five million)
Shares of its Common Stock, which carry a par value of $0.001 per
Share. All outstanding Common Shares are, and the Common Shares
offered hereby will be when legally issued, fully paid and non-
assessable.
Liquidation Rights. Upon liquidation or dissolution, each
outstanding Common Share will be entitled to share equally in the
assets of the Company legally available for distribution to
shareholders after the payment of all debts and other
liabilities.
Dividend Rights. There are no limitations or restrictions upon
the rights of the Board of Directors to declare dividends out of
any funds legally available therefor. The Company has not paid
dividends to date and it is not anticipated that any dividends to
date and it is not anticipated that any dividends will be paid in
the foreseeable future. The Board of Directors initially will
follow a policy of retained earnings, if any, to finance the
future growth of the Company. Accordingly, future dividends, if
any, will depend upon, among other considerations, the Company's
need for working capital and its financial conditions at the
time.
Voting Rights. Holders of Common Shares of the Company are
entitled to cast one vote for each share held at all shareholders
meetings for all purposes.
Other Rights. Common Shares are not redeemable, have no
conversion rights and carry no preemptive or other rights to
subscribe to or purchase additional Common Shares in the event of
a subsequent offering.
Transfer Agent. The Company has elected to act in the capacity
of its own Transfer Agent for the period to date. However, it is
contemplated that a third-party Agent will be appointed at the
time the Company becomes a listed company on the OTC Bulletin
Board.
The Securities and Exchange Commission has adopted Rule 15g-9
which established the definition of a "penny stock", for the
purposes relevant to the Company, as any equity security that has
a market price of less than $5.00 per share, or with an exercise
price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (i) that broker or dealer approve a
person's account for transactions in penny stocks; and, (ii) the
broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer
must (i) obtain financial information and investment experience
objectives of the person; and (ii) make a reasonable
determination that the transaction(s) in penny stocks are
suitable for that person and the person has sufficient knowledge
and experience in financial matters to be capable of evaluating
the risks of transactions in penny stocks. The broker or dealer
must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlighted form, (i) sets forth
the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a
signed, written agreement from the investors prior to the
transaction. Disclosure also has to be made about the risks of
investing in penny stocks in both public offerings and in
secondary trading and about the commissions payable to both the
broker-dealer and registered representative, current quotations
for the securities and the rights and remedies available to an
investor in case of fraud in penny stock transactions. Finally,
monthly statements have to be sent disclosing recent price
information for the penny stocks held in the account and
information on the limited market in penny stocks.
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS.
The Company intends to apply for trading in the over-the-counter
market to be listed on the NASDAQ OTC Bulleting Board.
There have been no cash dividends declared by the Company since
its inception. Further, there are no restrictions that would
limit the Company's ability to pay dividends on its common equity
or that would be likely to do so in the future.
To date, the Company has issued 2,500,000 Shares of its Common
Stock. These include 1,500,000 Shares and 500,000 Shares issued
to Christopher A. George and Monte A. George, respectively, as
founders of the Company. The remaining 500,000 Shares were
purchased and are held by 35 Shareholders, none of which hold
more than 5% of Shares outstanding or related to the
Officers/Directors.
The Company has no outstanding options, nor does it have any
plans to register any of its securities under the Securities Act
for sale by security holders. There is no public offering of
equity and there is no proposed public offering of equity.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not and has not been a party to any legal
proceedings, nor is the Company aware of any disputes that may
result in legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
The Company has had no changes in and/or disagreements with its
accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
At inception, the Company issued 1,500,000 (one million five
hundred thousand) and 500,000 (five hundred thousand) Rule 144
Common Shares to Christopher A. George and Monte A. George,
respectively. The Company relied upon Section 4(2) of the
Securities Act of 1993, as amended (the "Act"). The Company
issued the shares in satisfaction of management services
rendered to officers and directors, which does not constitute
a public offering. The Shares were valued at par value.
During November, 1998, the Company issued an aggregate of 500,000
(five hundred thousand) Common Shares to a total of 35 (thirty
five) non-affiliated, private investors for cash aggregating
$7,500 in private sale transactions. The Shares were sold at a
price of $0.015 per Share. None of these shareholders hold more
than 5% of the Shares. These investors were "accredited" and
"non-accredited" individuals who know, or were made familiar with
the Company by those knowing Christopher and Monte George. The
Company acted on its own behalf in the underwriting, offering,
and sale of these securities. There were no underwriting discounts
or commissions paid. Each investor was provided with an Offering
Circular and had access to all information on the Company from
which to make an informed investment decision pursuant to an
exemption from registration pursuant to Rule 504, Regulation D of
the Securities Act of 1933.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Officers and Directors of the Company are accountable to the
Company as fiduciaries, and consequently must exercise good faith
and integrity in handling its affairs. Section 78.751 of the
Nevada General Corporation Law provides that a corporation
organized under the laws of the State of Nevada has the power to
indemnify its Officers and Directors against expenses incurred by
such persons in connection with any threatened, pending or
completed action, suit, or proceedings, whether civil, criminal,
administrative, or investigative involving such persons in their
capacities as officers and directors, so long as such persons
acted in good faith and in a manner which they reasonably
believed to be in the best interests of the Company.
Because the Bylaws of the Company provide for such
indemnification, the foregoing provisions of Nevada law and the
organization documents of the Company are broad enough to permit
the Company to indemnify its Officers and Directors from
liabilities that may arise under the Securities Act.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT MAY BE PERMITTED TO ITS OFFICERS AND DIRECTORS, OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, OR OTHERWISE, THE COMPANY HAS BEEN ADVISED THAT IN
THE OPINION OF THE SECURITIES AND EXCHANGE COMISSION, SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE
SECURITIES ACT OF 1933, AND IS, THEREFORE, UNENFORCEABLE.
ITEM 6. GENERAL - YEAR 2000 ISSUES
Year 2000 Compliance Issues. The Company has established a plan
to address Year 2000 issues as part of its strategic business
plan. This plan encompasses the phases of awareness, assessment,
renovation (if necessary), validation, and implementation. These
phases will enable the Company to identify risks, develop action
plans, perform adequate testing, and determine if its various
systems will be Year 2000 ready. Successful implementation(s) of
this plan are expected to mitigate any extraordinary expenses or
liabilities related to the Year 2000 issue.
In assessing available software, the Company has determined that
any purchased software will be off-the-shelf software that will
be certified Year 2000 compatible for all of its computing
requirements.
In providing for this Company, and his other business, Mr George
currently anticipates purchasing new off-the-shelf Year 2000
compatible software by September 30, 1999, which is prior to any
anticipated impact on any operating systems. The total cost of this
new software will be absorbed by Mr. George and his other business,
and thus will not be an expense of the Company. However, there
can be no guarantee that these new off-the-shelf software products
will be adequately modified, which could have a material adverse
effect on the Company's results of operations.
As an additional part of its plan, the Company will contact all
material suppliers, customers, vendors, and information technology
suppliers regarding their Year 2000 compliance and state of
readiness. This process will be conducted over the next six to
nine months. However no assurances can be given that the Year
2000 compliance plan with these third parties will be successfully
completed prior to year end.
The Company's contingency plan is somewhat simplistic, and
involves operating with a back-up generator for short periods of
time, and the use of manual systems where available and
appropriate.
The successful and timely completion of the Year 2000 project is
based on the Company's best estimates which were derived from
various assumptions of future events. These events are
inherently uncertain, including the progress and results of
vendors, suppliers and customers Year 2000 readiness.
PART F/S
The following financial statements required by Item 310 of
Regulation S-B are furnished below:
Independent Auditor's Report dated July 27, 1999.
Balance Sheets as of December 31, 1998 and April 30, 1999.
Statements of Operations for the Period from Inception
(October 20, 1998) to December 31, 1998, and for the
Period from January 1, 1999 to April 30, 1999.
Statements of Stockholders' Equity for the Period from Inception
(October 20, 1998) to December 31, 1998, and for the Period
from January 1, 1999 to April 30, 1999.
Statements of Cash Flows for the Period from Inception
(October 20, 1998) to December 31, 1998, and for the Period
from January 1, 1999 to April 30, 1999.
Notes to Financial Statements.
INDEPENDENT AUDITORS REPORT
Board of Directors and Shareholders of Altrex Incorporated:
I have audited the accompanying Balance Sheets of Altrex
Incorporated (a Nevada Corporation) as of December 31, 1998 and
April 30, 1999, and the related Statements of Operations, Changes
in Stockholders' Equity, and Cash Flows for the period from
October 20, 1998 (the date of inception) through December 31, 1998,
and for the period from January 1, 1999 through April 30, 1999.
These Financial Statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the Financial Statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Financial Statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall Financial Statement presentation. I believe that my
audit provided a reasonable basis for my opinion.
In my opinion, the Financial Statements referred to above present
fairly, in all material respects, the financial position of
Altrex Incorporated as of December 31, 1998 and April 30, 1999,
and the results of its operations and its cash flows for the period
from October 20, 1998 (date of inception) through December 31, 1998,
and for the period from January 1, 1999 through April 30, 1999, in
conformity with generally accepted accounting principles.
The accompanying Financial Statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 1 to the Financial Statements, the Company has no viable
operations or significant assets and is dependent upon
significant Shareholders to provide sufficient working capital to
maintain the integrity of the corporate entity. These
circumstances create substantial doubt about the Company's
ability to continue as a going concern and are discussed in Note
A. The Financial Statements do not contain any adjustments that
might result from the outcome of these uncertainties.
/s/ MERRI NICKERSON
MERRI NICKERSON, CPA
Spokane, Washington
July 27, 1999
<PAGE>
Altrex Incorporated
(A Development Stage Company)
Balance Sheets
As of December 31, 1998 and April 30, 1999
<TABLE>
December 31, April 30,
1998 1999
----------- -----------
<S> <C> <C>
ASSETS
Cash $ 7,500 $ 0
Organization Costs 7,500 0
Accumulated Amortization (250) 0
----------- -----------
Total Assets $ 14,750 $ 0
=========== ===========
LIABILITIES
Accounts Payable $ 7,500 $ 0
----------- -----------
STOCKHOLDERS' EQUITY
Common Stock:
Paid-In Capital, Par Value $0.001 per
Share,75,000,000 Shares Authorized,
2,500,000 Shares Outstanding $ 2,500 $ 2,500
Paid In Capital In Excess of Par Value 5,000 5,000
(Deficit) Accumulated During Development
Stage (250) (7,500)
----------- -----------
Total Stockholders' Equity $ 7,250 $ 0
----------- -----------
Total Liabilities and Stockholders'
Equity $ 14,750 $ 0
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Altrex Incorporated
(A Development Stage Company)
Statements of Operations
For the Period from Inception (October 20, 1998) to
December 31, 1998, and
For the Period from January 1, 1999 to April 30, 1999
<TABLE>
Inception to January 1
December 31, to April 30,
1998 1999
----------- -----------
<S> <C> <C>
Operating Revenues $ 0 $ 0
Amortization of Start Up Costs
(see Note 1) 250 7,250
----------- -----------
Net Income (Loss) $ (250) $ (7,250)
=========== ===========
Per Share Information:
Basic and Diluted (Loss)
per Common Share $ (0.00) $ (0.00)
Weighted Average Shares Outstanding 2,457,143 2,500,000
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Altrex Incorporated
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
For the Period from Inception (October 20, 1998)
to December 31, 1998, and
For the Period from January 1, 1999 to April 30, 1999
<TABLE>
Common Par Excess of Retained
Shares Value Par Value Earnings
--------- ------ -------- --------
<S> <C> <C> <C> <C>
Issued to Founders
at Inception 2,000,000 $2,000 $(2,000) $ 0
Issuance of Common
Shares Cash at
$0.015 per Share 500,000 500 7,000 0
Net Operating Loss
for the Period from
October 20, 1998 (date
of inception) to
December 31, 1998 -- -- -- (250)
--------- ------ -------- --------
BALANCE AT
DECEMBER 31,1998 2,500,000 $2,500 $5,000 $ (250)
========= ====== ======== ========
Net Operating Loss
for the Period from
January 1, 1999 to
April 30, 1999 -- -- -- (7,250)
--------- ------ -------- --------
BALANCE AT
APRIL 30,1999 2,500,000 $2,500 $5,000 $(7,500)
========= ====== ======== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Altrex Incorporated
(A Development Stage Company)
Statements of Cash Flows
For the Period from Inception (October 20, 1998)
to December 31, 1998, and For the Period from
January 1, 1999 to April 30, 1999
<TABLE>
Inception to January 1
December 31, to April 30,
1998 1999
----------- -----------
<S> <C> <C>
Net Income (Loss) $ (250) $ (7,250)
----------- -----------
Adjustments to Reconcile Net Income
to Net Cash Provided from Operating
Activities:
Amortization of Start-Up Costs 250 7,250
----------- -----------
Net Cash Provided From (Used In)
Operating Activities 0 0
Cash Flows From (Used In)
Investing Activities:
Organization Costs 0 (7,500)
Cash Flows From (Used In)
Financing Activities:
Common Stock Sold for Cash 7,500 0
----------- -----------
Net Increase (Decrease) in Cash 7,500 (7,500)
Cash at Beginning of Period 0 7,500
----------- -----------
Cash at End of Period $ 7,500 $ 0
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Altrex Incorporated
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998 and April 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Altrex Incorporated was incorporated on October 20, 1998,
under the laws of the State of Nevada. The Company has
elected to report on a calendar year basis.
The Company is in its development stage and to date its
activities have been limited to organization and capital
formation. The Company plans to engage in the strategic
combining of small internet service providers into a larger
organization, or network, which can effectively compete with
regional and national service providers.
During November, 1998, the Company sold a total of 500,000 of
its Common Shares at $0.015 per Share, for total proceeds of
$7,500. The Offering was made under Regulation D, Rule 504 of
the Securities Act of 1933.
The Company has not yet determined and established its
accounting policies and procedures, except as follows:
1. The Company uses the accrual method of accounting.
2. Net loss per share is provided in accordance with Financial
Accounting Standards No. 128 (FAS No. 128) "Earnings Per Share".
Basic loss per share is computed by dividing losses available to
common stockholders by the weighted average number of common
shares during the period. Diluted loss per share reflects the
per share amounts that would have resulted if dilutive common
stock equivalents had been converted to common stock. No stock
options were available or granted during the periods presented.
Accordingly, basic and diluted loss per share are the same for
all periods presented.
3. Organization costs of $7,500 incurred during 1998 were
capitalized and were amortized over a period of sixty months for
that year. In January 1999, in accordance with the accounting
requirement set forth in SOP 98-5, the unamortized balance of
capitalized start-up costs were written off in-full against
operations for the period.
4. The Company has not yet adopted any policy regarding payment
of dividends. No dividends have been paid since inception.
NOTE 2 - GOING CONCERN
The Company's Financial Statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization and liquidation of
liabilities in the normal course of business. However, the
Company has no current source of revenue. Without realizations
of additional capital, it would be unlikely for the Company to
continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real property. Office
services are provided without charge by the President of the
Company. Such costs are immaterial to the financial statements
and, accordingly have not been reflected therein. The officers
and directors of the Company are involved in other business
activities, and may, in the future, become active in other
business activities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between
the Company and their own business interests. The Company has
not formulated a policy for the resolution of such conflicts.
PART III
ITEM 1. INDEX TO EXHIBITS
EXHIBIT NO.
- ------------------
EX-3.(i) ARTICLES OF INCORPORATION
EX-3.(ii) BY-LAWS
EX-27 FINANCIAL DATA SCHEDULE
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act
of 1934, the Registrant caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Altrex Incorporated
Date: June 14, 1999 By: /s/ Christopher A. George
----------------------------------------------
Christopher A. George, President & Director
Date: June 14, 1999 By: /s/ Monte A. George
----------------------------------------------
Monte A. George, Secretary/Treasurer & Director
ARTICLES OF INCORPORATION
OF
ALTREX INCORPORATED
The undersigned proposes to form a corporation under the laws of
the State of Nevada, relating to private corporations, and to
that end hereby adopts articles of incorporation as follows:
ARTICLE 1. The name of the corporation is Altrex Incorporated.
ARTICLE 2. The registered office of this corporation is at
South 124 Wall Street, Spokane, WA 99201, resident agent is
Carson Registered Agents, Inc. at 200 North Stewart Street,
Carson City, NV 89701.
ARTICLE 3. This corporation is authorized to carry on any
lawful business or enterprise.
ARTICLE 4. The amount of the total authorized capital stock
of this corporation is 75,000,000 shares each with par value of $.001
(one tenth of a cent) per share.
ARTICLE 5. The initial governing board of this corporation
shall be styled directors and shall have one member. The name and
address of the member of the first board of directors is:
Christopher A. George
South 124 Wall Street
Spokane, WA 99201
ARTICLE 6. Officers and directors shall have no personal
liability to the corporation or its stockholders for damages for
breach of fiduciary duty as an officer or director. This
provision does not eliminate or limit the liability of an officer
or director for acts or omissions which involve intentional
misconduct, fraud, or a knowing violation of law or the payment
of distributions in violation of NRS 78.300.
ARTICLE 7. The name and address of the incorporator is:
Christopher A. George, South 124 Wall Street, Spokane, WA 99201.
ARTICLE 8. The period of existence of this corporation shall
be perpetual.
ARTICLE 9. The articles of incorporation of the corporation
may be amended from time to time by a majority vote of all
shareholders voting by written ballot in person or by proxy held
at any general or special meeting of shareholders upon lawful
notice.
ARTICLE 10. In any election participated in by the
shareholders, each shareholder shall have one vote for each share
of stock he owns, either in person or by proxy as provided by
law. Cumulative voting shall not prevail in any election by the
shareholders of this corporation.
IN WITNESS WHEREOF the undersigned, Christopher A. George, for
the purpose of forming a corporation under the laws of the State
of Nevada, does make, file, and record these articles, and
certifies that the facts herein stated are true; and I have
accordingly hereunto set my hand this day, October 19, 1998.
INCORPORATOR:
/s/ Christopher A. George
STATE OF WASHINGTON
: SS.
COUNTY OF SPOKANE
On October 19, 1998, Christopher A. George, personally appeared
before me, a notary public, and executed the above instrument.
By /s/ "Chris Chilton"
--------------------
NOTARY PUBLIC
Residing in Spokane, Washington
My Commission Expires: April 8, 2001
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
Kimberly Terminel hereby certifies that in October 20, 1998, she,
on behalf of Carson Registered Agents, Inc., accepted appointment
as Resident Agent for the above named corporation in accordance
with Sec. 78.090, NRS 1957.
IN WITNESS WHEREOF, I have hereunto set my hand this October 20,
1998.
By /s/ "Kimberly Terminel"
-------------------
BY-LAWS
OF
ALTREX INCORPORATED
ARTICLE I - OFFICES
The principal office of the Corporation shall be located in
Washington, the City of Spokane. The Corporation may have such
other offices, either within or without the State of
incorporation as the Board of Directors may designate or as the
business of the Corporation may from time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the Stockholders
shall be held on the 30th day of October in each year,
beginning with the year 1999 at the hour nine o'clock A.M.,
for the purpose of electing Directors and for the transaction
of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday
such meeting shall be held on the next succeeding business
day.
2. SPECIAL MEETINGS. Special meetings of the Stockholders, for
any purpose or purposes, unless otherwise prescribed by
statute, may be called by the President or by the Directors,
and shall be called by the President at the request of the
holders of not less than seventy per cent (70%) of all the
outstanding Shares of the Corporation entitled to vote at the
meeting.
3. PLACE OF MEETING. The Directors may designate any place,
either within or without the State, unless otherwise
prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the Directors.
A waiver of notice signed by all Stockholders entitled to
vote at a meeting may designate any place, either within or
without the state, unless otherwise prescribed by statute, as
the place for holding such meeting. If no designation is
made, or if a special meeting be otherwise called, the place
of meeting shall be the principal office of the Corporation.
4. NOTICE OF MEETING. Written or printed notice stating the
place, day, and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than 15 nor more than 30
days before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the
Officer, or persons calling the meeting, to each Stockholder
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 Stockholder at his
address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For
the purpose of determining Stockholders entitled to notice
of, or to vote at, any meeting of Stockholders or any
adjournment thereof, or Stockholders entitled to receive
payment of any dividend, or in order to make a determination
of Stockholders for any other proper purpose, the 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, 10 days. If the stock transfer books shall be closed
for the purpose of determining Stockholders entitled to
notice of or to vote at a meeting of Stockholders, such books
shall be closed for at least 15 days immediately preceding
such meeting. In lieu of closing the stock transfer books,
the Directors may fix in advance a date as the record date
for any such determination of Stockholders, such date in any
case to be not more than 30 days and, in case of a meeting of
Stockholders, not less than 15 days prior to the date on
which the particular action requiring such determination of
Stockholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination
of Stockholders entitled to notice of or to vote at a meeting
of Stockholders, or Stockholders entitled to receive payment
of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Directors
declaring such dividend is adopted, as the case may be, shall
be the record date for such determination of Stockholders.
When a determination of Stockholders entitled to vote at any
meeting of Stockholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof.
6. VOTING LISTS. The Officer or Agent having charge of the
stock transfer books for Shares of the Corporation shall
make, at least 15 days before each meeting of Stockholders, a
complete list of the Stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of Shares held by
each, which list, for a period of 15 days prior to such
meeting, shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any
Stockholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection
of any Stockholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as
to who are the Stockholders entitled to examine such list or
transfer books or to vote at the meeting of Stockholders.
7. QUORUM. At any meeting of Stockholders sixty percent (60%)
of the outstanding Shares of the Corporation entitled to
vote, represented in person or by proxy, shall constitute a
quorum at a meeting of Stockholders. If less than said
number 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 notified. The
Stockholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the
withdrawal of enough Stockholders to leave less than a
quorum.
8. PROXIES. At all meetings of Stockholders, a Stockholder may
vote by proxy executed in writing by the Stockholder or by
his duly authorized attorney in fact. Such proxy shall be
filed with the President of the Corporation before or at the
time of the meeting.
9. VOTING. Each Stockholder entitled to vote in
accordance with the terms and provisions of the Certificate
of Incorporation and these By-Laws shall be entitled to one
vote, in person or by proxy, for each share of stock entitled
to vote held by such Stockholders. Upon the demand of any
Stockholder, the vote for Directors and upon any question
before the meeting shall be by ballot. All elections for
Directors shall be decided by plurality vote; all other
questions shall be decided by majority vote except as
otherwise provided by the Certificate of Incorporation or the
laws of this State.
10. ORDER OF BUSINESS. The order of business at all meetings of
the Stockholders, shall be as follows:
1. Roll Call.
2. Proof of notice of meeting, or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS. 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.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by its Board of Directors. The
Directors shall in all cases act as a Board, and they may
adopt such rules and regulations for the conduct of their
meetings and the management of the Corporation, as they may
deem proper, not inconsistent with these By-Laws and the laws
of this State.
2. NUMBER, TENURE, AND QUALIFICATIONS. The number of
Directors of the Corporation shall be no less than two and no
more than seven, as may be determined by its Directors. Each
Director shall hold office until the next annual meeting of
Stockholders and until his successor shall have been elected
and qualified.
3. REGULAR MEETINGS. A regular meeting of the Directors, shall
be held without other notice than this By-Law immediately
after, and at the same place as, the annual meeting of
Stockholders. The Directors may provide, by resolution, the
time and place for the holding of additional regular meetings
without other notice than such resolution.
4. SPECIAL MEETINGS. Special meetings of the 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 Directors may fix the place for holding any
special meeting of the Directors called by them.
5. NOTICE. Notice of any special meeting shall be given
at least 15 days previously thereto by written notice
delivered personally, or by telegram, or mailed to each
Director at his business address. 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 by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph
company. 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.
6. QUORUM. At any meeting of the Directors, a minimum of sixty
percent (60%) of the total Directors must be present to
constitute a quorum for the transaction of business, but if
less than said number is present at a meeting, a majority of
the Directors present may adjourn the meeting from time to
time without further notice.
7. MANNER OF ACTING. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be
the act of the Directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created
Directorships resulting from an increase in the number of
Directors and vacancies occurring in the Board for any reason
except the removal of Directors without cause may be filled
by a vote of a majority of the Directors then in office,
although less than a quorum exists. Vacancies occurring by
reason of the removal of Directors without cause shall be
filled by vote of the Stockholders. A Director elected to
fill a vacancy caused by resignation, death, or removal shall
be elected to hold office for the remaining term of his
predecessor.
9. REMOVAL OF DIRECTORS Any or all of the Directors may be
removed for cause by vote of the Stockholders or by action of
the Board. Directors may be removed without cause only by
vote of the Stockholders.
10. RESIGNATION. A Director may resign at any time by giving
written notice to the Board, or the President of the
Corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the
Board or such Officer, and the acceptance of the resignation
shall not be necessary to make it effective.
11. COMPENSATION. No compensation shall be paid to Directors, as
such, for their services, but by resolution of the Board a
fixed sum and expenses for actual attendance at each regular
or special meeting of the Board may be authorized. Nothing
herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and
receiving compensation therefor.
12. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the 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
President 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.
13. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution,
may designate from among its members an executive committee
and other committees, each consisting of two or more
Directors. Each such committee shall serve at the pleasure
of the Board.
ARTICLE IV - OFFICERS
1. NUMBER. The initial Officers of the Corporation shall be
its President and Secretary/Treasurer. Such other Officers and
Assistant Officers as may be deemed necessary may be elected or
appointed by the Directors.
2. ELECTION AND TERM OF OFFICE. The Officers of the Corporation
to be elected by the Directors shall be elected annually at
the first meeting of the Directors held after each annual
meeting of the Stockholders. Each Officer shall hold office
until his successor shall have been duly elected and shall
have qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.
3. REMOVAL. Any Officer or Agent elected or appointed by the
Directors may be removed by the Directors whenever in their
judgment the best interests of the Corporation would be
served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be
filled by the Directors for the remaining portion of the
term.
5. PRESIDENT. The President shall be the principal Executive
Officer of the Corporation and, subject to the control of the
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 Stockholders and of
the Directors. He may sign certificates for Shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Directors have authorized to be
executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Directors or by
these By-Laws 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 Directors from time to time.
6. VICE-PRESIDENT. In the absence of the President or in
event of his death, inability or refusal to act, the Vice-
President shall perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all
the restrictions upon the President. The Vice-President
shall perform such other duties as from time to time may be
assigned to him by the President or by the Directors.
7. SECRETARY. The Secretary shall keep the minutes of the
Stockholders' and of the Directors' meetings in one or more
books provided for that purpose, see that all notices are
duly given in accordance with the provisions of these By-Laws
or as required, be custodian of the corporate records and of
the seal of the Corporation and keep a register of the post
office address of each Stockholder which shall be furnished
to the Secretary by such Stockholder, have general charge of
the stock transfer books of the Corporation and in general
perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him
by the President or by the Directors.
8. TREASURER. If required by the Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in
such sum and with such surety or sureties as the Directors
shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the Corporation;
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 these By-Laws and 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
President or by the Directors.
9. SALARIES. The salaries of the Officers shall be fixed from
time to time by the 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.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Directors may authorize any Officer or
Officers, Agent or Agents, to enter into any contract or
execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general
or confined to specific instances.
2. LOANS. No 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
Directors. Such authority may be general or confined to
specific instances.
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, or other
authorized signer of the Corporation and in such manner as
shall from time to time be determined by resolution of the
Directors.
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
depositaries as the Directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES. Certificates representing Shares of
the Corporation shall be in such form as shall be determined
by the Directors. Such certificates shall be signed by the
President, or by such other Officers authorized by law and by
the Directors. All certificates for Shares shall be
consecutively numbered or otherwise identified. The name and
address of the Stockholders, 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 Directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the Corporation, or the Transfer
Agent of the Corporation, of a certificate for Shares duly
endorsed or accompanied by proper evidence of succession,
assignment, or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer
shall be entered on the transfer book of the Corporation which
shall be kept at its principal office.
(b) The Corporation shall be entitled to treat the holder of
record of any share as the holder in fact thereof, and,
accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other
person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this State.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of
January in each year.
ARTICLE VIII - DIVIDENDS
The 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.
ARTICLE IX - SEAL
The Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
Corporation, the State of incorporation, year of incorporation
and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required
to be given to any Stockholder or director of the Corporation
under the provisions of these By-Laws or under the provisions of
the Articles of Incorporation, 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 XI - AMENDMENTS
These By-Laws may be altered, amended, or repealed and new By-
Laws may be adopted by a vote of the Stockholders representing a
majority of all the Shares issued and outstanding, at any annual
Stockholders' meeting or at any special Stockholders' meeting
when the proposed amendment has been set out in the notice of
such meeting.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being
the directors of the above named corporation, do hereby consent
to the foregoing By-Laws and adopt the same as and for the By-
Laws of said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 20th day
of October, 1998.
/s/ Christopher A. George
-------------------------------
Christopher A. George
/s/ Monte A. George
-----------------------------
Monte A. George
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from calendar
year to date financial statements, dated April 30, 1999, and is
qualified in its entirety by reference to such Altrex Incorporated.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> APR-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 2,500
<OTHER-SE> (2,500)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (7,250)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,250)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,250)
<EPS-BASIC> (.001)
<EPS-DILUTED> (.001)
</TABLE>
