UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities Exchange
Act of 1934
CENTROCK INCORPORATED
(Name of small business issuer as specified in its charter)
Nevada 91-1932118
(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
Centrock 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
Centrock Incorporated (the "Company") was incorporated as a Nevada
corporation on October 20, 1998, for the purpose of offering the sale
and distribution of non-alcoholic beverages. 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
1,200,000 Common shares were issued to 35 shareholders at a price of
$0.005 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 9, 1998 and was
closed on July 31, 1999.
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 non-alcoholic
sales and distribution industry. This Plan, in summary, has a primary
focus of exploiting the potential of bottling, distribution, and sale
of pure premium bottled water obtained from the Spokane aquifer, a
325-mile long underground spring that is fed by the snow pack in the
mountains of North Idaho.
The interest in bottled water has been consistently increasing for
the past several years, reaching nearly $4 billion in the U.S. alone
in 1997. This was a 9.7% increase over the figures for 1996. This
fastest growing segment of the beverage industry can attribute its
boom to several factors. Baby boomers are maturing and their tastes,
as well as waistlines, are guiding them toward more natural, less
caloric beverages. America's passion with fitness, combined with a
decline in the acceptance of alcohol, has further driven consumers to
these and other beverage alternatives. The deteriorating taste and
quality of tap water, further influenced by a public fear of unknown
contaminants, have placed bottled water as the perfect solution.
Within the bottled water business there are two distinct and primary
segments. The biggest by volume is the five-gallon, or returnable
container water business. Companies such as Arrowhead, Sparkletts,
and Hinckley & Schmitt are the leaders in this field. This
segment is usually associated with the office cooler market, but
bottlers also use the two-and-one-half and one-gallon containers for
supermarket distribution. This type of bottled water is usually sold
to the consumer as a better alternative to tap water. The other
market segment, and the one that the Company expects to compete
within, is the premium bottled water market. With such competing
brand names as Evian, Vittel, and Perrier, these are primarily sold
as soft drink and alcohol alternatives. The packaging of these
premium waters range in size from six ounce to two liters and vary
in packaging from custom glass and PET plastic to aluminum cans. At
present, the Company has not yet determined its product sizes and
form of packaging, although it will likely compete within the
two-liter and smaller packages.
It is important to understand that all bottled water is not created
equally, there are differences. In Europe, all bottled mineral waters
must come from natural springs. A spring is simply water that flows
naturally to the surface. However, in the U.S., waters labeled "spring
water" may come from a spring source or from a bore-hole adjacent to
a spring. Artesian water comes from a well that taps a confined
underground aquifer and in which the water level stands above the
natural water table. Well water is water that from a drilled hole
which taps the water of an aquifer. Consumer tastes vary, but
statistics show that there is a premium attached to the natural spring
and artesian waters. As a result, they usually command a slightly
higher price. Centrock has not yet determined what specific source
their water will come from, but management feels that it will most
likely seek either natural spring or artesian water as the source
of its product.
The Company's products will be sold primarily through groceries and
convenience stores, who in turn will offer the product for sale to
the individual consumer. There may be some sales to health clubs or
similar facilities, but these are not expected to produce a large
percentage of the Company's expected revenues. The network to deliver
and make product available to these retailers is an established system
that should allow an orderly and systematic approach to marketing the
product and making it available for immediate distribution. It is
likely that the Company will not only employ its own sales staff, but
may also consider the use of commissioned independent sales people,
if deemed appropriate.
The U.S. bottled water business is dominated by bottler Perrier Group
of America, with a total market share of 28.1% (based on a 1997 survey).
The next leading bottler was Suntory with a 9.2% market share. The six
leading companies combined control an estimated 55.1% of the market.
The remaining 44.9% of the market is made up of over 900 individual
bottlers, with none holding greater than a 2% individual market share.
At the individual "brand" level, there were a total of 2,375 separate
brands of bottled water in 1997. However, the top ten brands, led by
Perrier with a 7.6% market share, command a total of only 39.5% of
the market. The remaining 2,365 individual brands account for 60.5%
of the market, with none holding a market share of greater than 2%.
On a local/regional basis, there are approximately 20 to 25 individual
brands of bottled water that can be found on the grocery and
convenience store shelves, with the most carried by any individual
store being no more than about 15 brands. Research indicates
that the same popular national brands are generally similarly popular
within the local and regional market, mainly as a result of their
large marketing budgets. There are however, several regional brands
that do well, such as Cascade Clear and Talking Rain from the Seattle
area, and Calistoga and Crystal Geyser from California. There are no
local brands that have captured a very large market share, but
this appears to be more a result of little marketing being done,
rather than a disdain for local products.
As previously mentioned, the source for the Company's water is
targeted to be the Spokane aquifer, a 325-mile long underground
"spring" that starts in the mountains of north Idaho and generally
runs to the west of there. Most all of the communities along its
path have tapped into this virtually endless supply of clean water
to supply the needs of their population for drinking water. The
water is very clean, and contains no contaminents that would effect
its drinking qualities. It is naturally filtered and contains a
good mix of minerals, which are actually what gives water its
"taste". Around the Spokane area, there are numerous wells, both
drilled and artesian, as well as several springs which provide good
access and supplies of water. While the Comapny has not yet
selected its "source" for its water, it should be a reasonably easy
process to obtain the rights to enough water to supply the
business at a reasonable cost.
There are several suppliers of bottling supplies and turnkey
production facilities that could be utilized by the Company in
setting up its bottling plant. Bottling supplies are available
through many providers, such as Aqua Source, Sidel Inc., PET
Containers, Pacific Cap, and others. Turnkey bottling
equipment and production lines are avilable through companies
such as Universal Aqua Technologies, Pure Water, Inc., and GET,
Inc., to name a few. During its initial phase, the Company will
contact several of these companies to find the best solution
to meeting its production requirements.
While the greater Spokane/Inland Northwest will be the
Company's primary and initial market, it is the Company's
intention to possibly expand into the three-state area, known
as the Pacific Northwest, as part of its longer term business
strategy. However, if it does choose to expand, the Company will
do so only if it doing well in its primary market. 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.
At present, and during the initial phase of its Plan, the only
"employees" of the Company will be the 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 since there has been
little activity to date by any local water supplier within
the greater Spokane/Inland Northwest market. With a careful,
well thought out marketing and distribution plan, the Company
should have a reasonable chance at success within the local
and regional markets. The George's also have numerous business
and other contacts from their previous beverage experience that
can be drawn upon in setting up the Company's sales and
distribution network.
The Company has no new product or service planned or announced to
the public.
Other than complying with the drinking water standards, as set
forth by the FDA and local municipalities, 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 non-alcoholic beverage industry, and
more specifically the bottled water industry, is highly competitive
and is characterized by a wide range of producers, including
international and national brands such as Perrier and Evian, and
regional producers such as Cascade Clear, Talking Rain, Calistoga,
and Crystal Geyser.
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, 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 opportunity 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 thought out, there is no assurance the Plan, or
the Company's bottled water product, 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 bottle and
distribute a premium bottled water product. Management expects this
development stage to continue for another eight to ten months.
During this time, the Company will focus its efforts on finding
the best possible source and means for obtaining its water (options
include natural springs, artesian wells, or pumped from a well),
selecting a location and means by which to set up the bottling
facility, research and study the regulations set forth by the Food
and Drug Administration and other health districts (if applicable),
assessing the local and regional market for consumer trends and
tastes, begin to establish a marketing approach, and target certain
vendors for retail and wholesale business.
The detailed research and findings from this phase will then be
compiled and used to prepare a detailed operating budget and
financial projection for the Company that will include not only
the cost to build the plant, bottle the water, and distribute it
for sale, but also the detailed sales projections and the capital
and operating cash flow 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 then proceed with another offering in the next ten
to twelve months to raise the funding needed to move it into its
second phase of its strategic business plan, namely the negotiations
for the water source, construction of the bottling/production
facility, and the actual production, distribution, and sale of
the Company's premium bottled water. In determining the amount of
additional funds that will need to be raised, the Company will
need to explore and seek out various potential sources for its
water, study the FDA and local health district requirements for
drinking water standards, determine what bottling/production
system would be the best for its product, determine the best
packaging for its product, set forth a marketing and distribution
plan, meet with grocers and wholesalers, find a location to best
provide for the bottling and distribution of the product, and set
forth reasonable levels of sales to target in its operating
projections. 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 move forward with its
offering to raise the additional funding needed to set up the
bottling facility and get into the actual production and sale of
its product. It will likely be a good eight to ten months after
receipt of a successful funding to be in a fully operating mode
with cash flows coming from the sale of its premium bottled
water.
Initially the Company will focus its efforts on the area known as
the Inland Northwest, but as its success and market acceptance of
its product grows, it is likely that the Company will consider
an expansion program to areas outside this immediate area which
might 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.
At this point, the Company expects to have gained a reasonable
market share in those areas where its product is offered and
be making a reasonable return on its investment as a fully
operating business. 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.
At present, the Company does not expect or anticipate any
purchase and/or sale 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 from inception
(October 20, 1998) to July 31, 1999. The Company has sustained a
net loss of $5,000 for the period then ended, which was due to the
write-off of the start-up costs incurred by the Company.
Liquidity and Capital Resources
As of July 31, 1999, the Company had $1,000 cash 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 $500,000 to $700,000 in additional
capital to fully enter the operational phase of its strategic plan.
Once the business plan has been more fully developed (estimated to be
eight to ten months), management has plans to raise additional capital
through the sale of equities, via private placement(s). It is the
Company's intent to use this capital to fund their business plan, as
operating revenues will not be generated until such time as the bottling
facility has been built and product is out to the retailers.
The Company faces considerable risks at each step in its strategic
business plan. Such things as consumer preferences, societal and
economic changes, cost overruns, inability or difficulty in finding
an adequate source for the water, and possible shortfalls in funding
due to the Company's inability to raise additional capital in the equity
securities market all may have an adverse impact on the Company. If no
additional funding is raised over the next twelve months, the Company
will be forced to rely on existing funds or those 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 warehouse and possibly
bottling space that could potentially be utilized by the Company.
If for some reason the current building was not available or not
strategically well suited for the Company's operations, the Company
could be easily relocated to another location in town at competitive
rents.
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 47%
124 South Wall Street,
Suite 105
Spokane, WA 99201
Common Monte A. George 500,000 Shares 16%
124 South Wall Street,
Suite 105
Spokane, WA 99201
All Officers and Directors 2,000,000 Shares 63%
(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.
At present, Christopher George is also the President and Director
of Altrex Incorporated, a company that is similarly working with
and pursuing a strategic business plan to acquire/consolidate
several smaller internet service providers ("ISP's") with the
intention of creating a large, full service ISP. This Company
has recently filed its Form 10SB12G with the SEC and is also looking
to become publicly traded on the OTC-BB.
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.
At present, Monte George is also the Secretary/Treasurer and
Director of Altrex Incorporated, a company that is similarly
working with and pursuing a strategic business plan to
acquire/consolidate several smaller internet service providers
("ISP's") with the intention of creating a large, full service
ISP. This Company has recently filed its Form 10SB12G with the
SEC and is also looking to become publicly traded on the OTC-BB.
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 sales, operating cash flows, capital
requirements, and a positive cash flow balance in excess of $8,000
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
thetransaction. 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 Bulletin 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 3,200,000 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 1,200,000 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, in exchange for their services in forming the
Company and pursuing the initial stage of its strategic business
plan. The Shares were valued at par value.
Between November 9, 1998, and July 31, 1999, the Company issued an
aggregate of 1,200,000 (one million two hundred thousand) Common
Shares to a total of 35 (thirty five) non-affiliated, private
investors for cash aggregating $6,000 in private sale transactions.
The Shares were sold at a price of $0.005 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 September 2, 1999.
Balance Sheets as of December 31, 1998 and July 31, 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 July 31, 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 July 31, 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 July 31, 1999.
Notes to Financial Statements.
INDEPENDENT AUDITORS REPORT
Board of Directors and Shareholders of Centrock Incorporated:
I have audited the accompanying Balance Sheets of Centrock
Incorporated (a Nevada Corporation) as of December 31, 1998 and
July 31, 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 July 31,
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
Centrock Incorporated as of December 31,1998 and July 31, 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 July 31, 1999, in conformity with generally accepted
accounting principles.
The accompanying Financial Statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 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 2. 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
September 2, 1999
<PAGE>
Centrock Incorporated
(A Development Stage Company)
Balance Sheets
As of December 31, 1998 and July 31, 1999
<TABLE>
December 31, July 31,
1998 1999
----------- ---------
<S> <C> <C>
ASSETS
Cash $ 4,200 $ 1,000
Organization Costs 0 0
Accumulated Amortization 0 0
----------- ---------
Total Assets $ 4,200 $ 1,000
=========== =========
LIABILITIES
Accounts Payable $ 4,200 $ 0
----------- ---------
STOCKHOLDERS' EQUITY
Common Stock:
Paid-In Capital, Par Value $0.001 per
Share, 75,000,000 Shares Authorized,
2,500,000 Shares Outstanding $ 3,000 $ 3,200
Paid In Capital In Excess of Par Value 2,000 2,800
(Deficit) Accumulated During Development
Stage (5,000) (5,000)
----------- ---------
Total Stockholders' Equity $ 0 $ 1,000
----------- ---------
Total Liabilities and Stockholders'
Equity $ 4,200 $ 1,000
=========== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Centrock 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 July 31, 1999
<TABLE>
Inception to January 1
December 31, to July 31,
1998 1999
----------- -----------
<S> <C> <C>
Operating Revenues $ 0 $ 0
Amortization of Start Up Costs
(see Note 1) (5,000) 0
----------- -----------
Net Income (Loss) $ (5,000) $ 0
=========== ===========
Per Share Information:
Basic and Diluted (Loss)
per Common Share $ (0.00) $ (0.00)
Weighted Average Shares Outstanding 2,914,286 3,014,286
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Centrock 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 July 31, 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
$0.005 per Share 1,000,000 1,000 4,000 0
Net Operating Loss
for the Period from
October 20, 1998 (date
of inception) to
December 31, 1998 -- -- -- (5,000)
--------- ------ -------- --------
BALANCE AT
DECEMBER 31,1998 3,000,000 $3,000 $2,000 $(5,000)
========= ====== ======== ========
Issuance of Common
Shares Cash at
$0.005 per Share 200,000 200 800 0
Net Operating Loss
for the Period from
January 1, 1999 to
July 31, 1999 -- -- -- 0
--------- ------ -------- --------
BALANCE AT
JULY 31,1999 3,200,000 $3,200 $2,800 $ (5,000)
========= ====== ======== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Centrock 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 July 31, 1999
<TABLE>
Inception to January 1
December 31, to July 31,
1998 1999
----------- -----------
<S> <C> <C>
Net Income (Loss) $ (5,000) $ 0
----------- -----------
Adjustments to Reconcile Net Income
to Net Cash Provided from Operating
Activities:
Amortization of Start-Up Costs 5,000 0
----------- -----------
Net Cash Provided From (Used In)
Operating Activities 0 0
Cash Flows From (Used In)
Investing Activities:
Organization Costs (800) (4,200)
Cash Flows From (Used In)
Financing Activities:
Common Stock Sold for Cash 5,000 1,000
----------- -----------
Net Increase (Decrease) in Cash 4,200 (3,200)
Cash at Beginning of Period 0 4,200
----------- -----------
Cash at End of Period $ 4,200 $ 1,000
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Centrock Incorporated
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998 and July 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Centrock 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 bottling
and sale of a premium bottled water product.
During November, 1998, the Company sold a total of 1,000,000 of
its Common Shares at $0.005 per Share, for total proceeds of
$5,000. During July, 1999, the Company sold 200,000 additional
Common Shares at $0.005 per Share, for total proceeds of
$1,000. 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 $5,000 were incurred during 1998
and were written off in-full against operations for the
period in accordance with the accounting requirement set
forth in SOP 98-5.
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.
Centrock Incorporated
Date: September 8, 1999 By: /s/ Christopher A. George
-------------------------------
Christopher A. George,
President & Director
Date: September 8, 1999 By: /s/ Monte A. George
-------------------------------
Monte A. George,
Secretary/Treasurer & Director
ARTICLES OF INCORPORATION
OF
CENTROCK 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 Centrock 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
CENTROCK 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 year
to date (since January 1, 1999) financial statements, dated July 31, 1999,
and is qualified in it's entirety by reference to such Centrock Incorporated.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUL-31-1999
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 3,200
<OTHER-SE> (2,200)
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
