<PAGE> 1
U.S. SECURITES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
NAVARONE, INC.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada 13-4051167
-------------------------- ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
c/o Salem Krieger, 228 East 85th Street, New York, NY 10028
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 439-6268
- --------------------------------------------------------------------------------
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ------------------- ------------------------------
Shares of Common Stock, par value $.001 OTC Bulletin Board
Securities to be registered under Section 12(g) of the Act:
None
1
<PAGE> 2
PART I
Item 1. Description of Business.
The Company is engaged in the development of original novelty items in
connection with the photographic industry. If funds permit, the Company may seek
patent and trademark protection on its products, and also intends to try to
manufacture and market its inventions.
The Company is presently pursuing development of two products. The first
is called Booger Bubble Gum collectible card packages, designed to appeal to
pre-teen children and based on the concept of packaged baseball cards containing
a stick of chewing gum. Instead of cards bearing photos of ball players, the
Company's cards will bear photos or drawings of grotesque characters and scenes,
designed to "gross out" kids, including "boogers." The company intends to
develop at least ten or twelve different characters or scenes, with each package
containing two cards. The Company believes there is a potential market for this
item based on the marketing success of such items as the Pet Rock, Garbage Rocks
(miniature garbage cans filled with pieces of bubble gum colored to look like
trash) and similar novelty items. There is no guarantee that this product will
prove to be patentable, or that manufacturing, marketing and sales will ever
occur.
The Company's second product, which is also in development, is the Cloud
Lamp, a small decorative lamp inside a clear plexiglass box, suported by a
frosted or semi-opaque white plexi base, containing pre-sunset clouds
constructed of small balls of cotton and nylon thread, and a soothing
photographic image which will appear to be lit from within. The lamp is designed
as a mood-setter, for ambience in a room, not unlike lit aquariums filled with
colorful fish. This decorative lamp, which may be called the Serenity Lamp, can
be used in living rooms or bedrooms as part of the decor to create a certain
atmosphere. The Company is presently unaware of any similar item which is
already on the market. The Cloud Lamp, or Serenity Lamp, would be marketed to a
more mature segment of the market than the Booger Bubble Gum collectible
packages.
The Company is presently considering the possibility of marketing its
products directly to consumers via the Internet. A computer consultant was
retained and paid to commence development of a World Wide Web site for
advertising its two inventions, but design of the website is not complete. No
guarantee can be given, however, that the Company will have sufficient funds to
complete development of its Web Site or otherwise to commence manufacturing or
marketing of its products.
Initial costs are being kept low by not having any full-time employees. At
least initially, the Company believes it will only require the services of
artists, prototype designers and counsel, including possibly patent counsel, all
of whom have been, or will be, compensated as independent contractors and not as
employees. Each of the Company's two officers received a one-time payment in the
amount of $2,500 for services rendered and to be rendered on the Company's
2
<PAGE> 3
behalf. Additional funds have been paid directly to the Company's president,
Salem Krieger, which funds have been used for product development and for
creation of the prototypes for each of the Company's two products. Additional
funds may be paid to the Company's officers for their services, funds
permitting, and subject to Board determination in the future.
Patent counsel has not yet been consulted regarding the Company's
products. The officers chose instead to utilize the Company's limited funds for
product development for the foreseeable future.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The Company has utilized a portion of the net proceeds from its offering
of securities to design and manufacture rough prototypes for each of its two
products. Management believes that sufficient funds remain for completion of the
creation of the two prototypes. To the extent that funds are insufficient for
the entire process of prototype design and patent search on the two products,
Management believes that it may be necessary to conduct a second offering of
securities to supplement existing funds, in order to purchase the raw materials
necessary to commence manufacturing of the Serenity Lamp and to purchase the
bubble gum for inclusion in the packages of the Booger Bubble Gum collectible
cards.
Item 3. Description of Property.
The Company owns no properties and is utilizing space in the office of its
president, consisting mainly of a mailing address, phone service, and fax and
copier services, at no charge, and this arrangement is intended to continue for
the foreseeable future or until the Company has sufficient funds to lease its
own space.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock owned by (i) each person
known to own beneficially more than 5% of the outstanding shares; (ii) each
director of the Company, and (iii) all directors and executive officers of the
Company, as a group. The numbers shown are accurate as of the date of the Form
10-SB:
3
<PAGE> 4
<TABLE>
<CAPTION>
Name and address Number of
of Beneficial Owner Shares Owned Percentage Ownership
- ------------------- ------------ --------------------
<S> <C> <C>
Salem Krieger 450,000
228 East 85th Street, #6-D
New York, NY 10028 45%
Peter Bernal 450,000
1910 East Jefferson Street
Orlando, Florida 32803 45%
Maureen Abato 100,000
330 East 39th Street, #36-C
New York, NY 10016
All officers and directors
as a group (two persons) 900,000 90%
</TABLE>
Item 5. Executive Officers, Promoters and Control Persons.
All directors of the Company hold office until the next annual meeting of
the shareholders or until their successors are elected and have qualified.
Officers hold office until their successors are appointed, subject to the
earlier removal by the Board of Directors, or resignation. Directors are not
compensated for acting in such capacity nor for attending meetings of the Board
of Directors.
<TABLE>
<CAPTION>
Directors and Executive Officers Age Positions Held
- -------------------------------- --- --------------
<S> <C> <C>
Salem Krieger
228 East 85th Street, #6-D
New York, NY 10028 44 President, director
Peter Bernal
1910 East Jefferson Street
Orlando, Florida 32803 38 Secretary, Treasurer, director
</TABLE>
SALEM KRIEGER, the Company's president and a director, has been a
free-lance photographer and graphic artist for more than fifteen years, and
operates his own photographic arts business. Beginning in 1985, his work has
appeared in group exhibitions at numerous museums and galleries throughout New
York and New Jersey, and at Rizzoli Galleries in New
4
<PAGE> 5
York City, Chicago, Dallas and Costa Mesa, California. His work has appeared in
a number of magazines including Photo Review, American Art, Artnews and The New
York times. Mr. Krieger has been the recipient of numerous grants and awards
commencing in 1985, including from the National Endowment for the Arts and the
New Jersey State Council on the Arts. He has produced commercial photographic
and graphic artwork for a number of corporations which have been featured in
product advertisements, including for Frozfruit Fruit Bar Company and Merrill
Lynch, and has produced artwork for a number of book covers for publishing
companies such as Simon & Schuster, WH Freeman, MacMillan, and Collier Newfield.
PETER BERNAL, the Company's secretary-treasurer and a director, studied
art and photography at Mid-Florida Tech. During the 1980's he photographed
weddings at the Sheraton Colonial Plaza Motor Inn in Orlando and Winter Park,
Florida. He also performed photography services related to legal matters
including contractual disputes over work product including the installation of
hotel bathtubs. He was also involved in photography projects related to the
adult-oriented entertainment industry in Orlando, primarily in nightclubs. Mr.
Bernal has over twenty years' experience in the hospitality industry, including
serving as Guest Services Director at the Tampa Airport Hilton hotel in Tampa,
Florida. More recently he has been working as an engineering trainee for Nelson
Engineering in Melbourne, Florida.
Item 6. Executive Compensation.
The Company's two officers were each paid a one-time fee in the amount of
$2,500, for services rendered and to be rendered on the Company's behalf.
Additional amounts may be paid to the officers, depending upon revenues and
subject to approval of the Board of Directors. Additional amounts were also paid
to Salem Krieger for prototype development expenses. The Company has no
employment agreements with its officers and does not presently anticipate
executing any such agreements. The officers devote only a small portion of their
time to the Company's business and no limitations have been placed on the
ability of the officers to engage in other business activities. This could give
rise to potential conflicts of interest.
Item 7. Certain Relationships and Related Transactions.
As of March 19, 1997, the Company issued 1,000,000 shares to Maureen Abato
(counsel to the Company) for consideration of $1,000 paid in incorporation
expenses. Subsequently, also as of March 19, 1997, Ms. Abato transferred 450,000
of her shares to Salem Krieger, the Company's president, and 450,000 shares to
Peter Bernal, the Company's secretary-treasurer. No other shares or other
securities have been issued.
In November, 1998, the company's Articles of Incorporation were amended
via a filing made with the Secretary of State of the State of Nevada, changing
the Company's name to Navarone, Inc.
5
<PAGE> 6
Maureen Abato, the Company's counsel, was paid $5,000 as a legal fee and
was reimbursed for certain expenses related to the offering of the Company's
securities and other corporate matters.
The Company utilizes office space at no charge in the office of its
president, Salem Krieger, and also utilizes office resources in the office of
its counsel without charge. This arrangement is expected to continue for a
reasonably foreseeable period of time, or until such time as the Company is
financially able to open its own office.
Item 8. Description of Securities.
The Company is authorized to issue 25,000,000 shares of common stock,
$.001 par value per share, of which 1,038,500 shares were issued and outstanding
as of the date of the Form 10- SB. No other securities have been issued.
Shareholders are entitled to one vote for each share held of record on each
matter submitted to a vote of shareholders. There is no cumulative voting with
respect to the election of directors, with the result that the holders of more
than 50% of the shares voted in the election of directors can elect all of the
directors and thus effectively control the Company. Shareholders are entitled to
receive ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor, and, in the event of liquidation,
dissolution or winding up of the Company's affairs, are entitled to share
ratably in all assets remaining after payment of liabilities. Shareholders have
no preemptive rights and have no rights to convert their shares into any other
securities. All of the outstanding shares were issued as fully-paid and
nonassessable.
Pursuant to the corporate statutes of the State of Nevada, certain
corporate actions may be taken without a vote of or notice to the shareholders.
A total of 1,000,000 of the shares currently issued and outstanding are
eligible for sale pursuant to, and in compliance with, Rule 144 of the
Securities Act.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
No public market has yet been established for the Company's shares. No
dividends have been paid to date and none are expected to be paid in the
foreseeable future.
Item 2. Legal Proceedings.
As of the date of the Form 10-SB, no legal proceedings are pending by or
against the Company, nor, to Management's knowledge, have any legal proceedings
been threatened.
6
<PAGE> 7
Item 3. Changes in and Disagreements With Accountants.
None.
Item 4. Recent Sales of Unregistered Securities.
There have been no recent sales of unregistered securities of the Issuer.
Item 5. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that no director or
officer of the Company shall be personally liable to the Company or to any of
its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or omission of such officer or director, except for
acts or omissions involving intentional misconduct, fraud or a knowing violation
of law, or the payment of dividends in violation of Section 78.300 of the Nevada
Revised Statutes. The Company's Bylaws provide that the Company shall indemnify
its directors and officers, including former directors and officers, against
expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which the directors or officers are
made parties, by reason of being or having been such directors or officers,
except in relation to matters as to which the director or officer shall be
adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company, in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the Company of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final adjudication
of such issue.
PART F/S
Filed herewith are the registrant's audited financial statements for its
last two fiscal years, ended December 31, 1997 and December 31, 1998.
7
<PAGE> 8
PART III
Item 1. Index to Exhibits.
No. 2: Charter and Bylaws
Item 2. Description of Exhibits.
The only exhibit hereto is a copy of the Company's charter (and amendment)
and bylaws.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Navarone, Inc.
---------------------------------
Date: March 26, 1999 By: /s/ Salem Krieger
----------------------------
Salem Krieger, President
8
<PAGE> 9
[LETTERHEAD OF Arnold Berman & Company, LLP
Certified Public Accountants]
Arnold L. Berman
Rebecca Drechsel
INDEPENDENT AUDITORS' REPORT
February 17, 1999
To the Shareholders
NAVARONE, INC.
c/o Salem Krieger, President
228 East 85th Street - #6-D
New York, NY 10028
We have audited the accompanying balance sheet of Navarone, Inc. as of December
31, 1998 and 1997, and the related statements of income, deficit accumulated
during the development stage and cash flows for the year ended December 31, 1998
and the period March 19, 1997 (inception) to December 31, 1997. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Navarone, Inc. as of December
31, 1998 and 1997, and the results of its operations and its cash flows for the
year and period then ended in conformity with generally accepted accounting
principles.
/s/ ARNOLD BERMAN & COMPANY, LLP
ARNOLD BERMAN & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE> 10
NAVARONE, INC.
A DEVELOPMENT STAGE ENTERPRISE
BALANCE SHEET
DECEMBER 31,
ASSETS
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
CURRENT ASSETS
Cash $ 17,925 $ -0-
-------- --------
TOTAL CURRENT ASSETS 17,925 -0-
-------- --------
OTHER ASSETS
Deferred Organizational Costs (Net of
accumulated amortization of $0) 1,000 1,000
-------- --------
TOTAL OTHER ASSETS 1,000 1,000
-------- --------
TOTAL ASSETS $ 18,925 $ 1,000
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accrued Expenses $ 187 $ -0-
-------- --------
TOTAL LIABILITIES 187 -0-
-------- --------
SHAREHOLDERS' EQUITY
Capital Stock, par value $0.001, 25,000,000 shares
authorized, 1,038,500 outstanding at December 5,
1998, and 1,000,000 at December 31, 1998 1,039 1,000
Additional Paid-in Capital 31,826 -0-
Deficit Accumulated During
the Development Stage (14,127) -0-
-------- --------
TOTAL SHAREHOLDERS' EQUITY 18,738 1,000
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 18,925 $ 1,000
======== ========
</TABLE>
-2-
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
<PAGE> 11
NAVARONE, INC.
A DEVELOPMENT STAGE ENTERPRISE
INCOME STATEMENT
FOR THE YEAR AND PERIOD ENDED
<TABLE>
<CAPTION>
March 19,
1997
(Inception) to
December 31, December 31,
1998 1997
-------- -------
<S> <C> <C>
REVENUES $ - 0 - $ - 0 -
-------- -------
EXPENSES
Filing Fees 642 - 0 -
Website Development 6,800 - 0 -
Directors Fees 5,000 - 0 -
Accounting Fees 1,500 - 0 -
Other 185 - 0 -
-------- -------
TOTAL EXPENSES: 14,127 - 0 -
-------- -------
LOSS INCURRED DURING THE
DEVELOPMENT STAGE $(14,127) $ - 0 -
======== =======
</TABLE>
-3-
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
<PAGE> 12
NAVARONE, INC.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENT OF DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE PERIOD MARCH 19, 1997 TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON PAID-IN DEVELOPMENT
TOTAL STOCK CAPITAL STAGE
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Issuance of Common Stock at
Inception - March 19, 1997 $ 1,000 $ 1,000 $ - 0 - - 0 -
Deficit Accumulated During
the Development Stage - 0 - - 0 - - 0 - - 0 -
-------- -------- -------- ---------
Balance - December 31, 1997 1,000 1,000 - 0 - - 0 -
Initial Offering (Net) 31,865 39 31,826 - 0 -
Deficit Accumulated During
the Development Stage (14,127) - 0 - - 0 - (14,127)
-------- -------- -------- ---------
Balance - December 31, 1998 $ 18,738 $ 1,039 $ 31,826 $ (14,127)
======== ======== ======== =========
</TABLE>
-4-
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
<PAGE> 13
NAVARONE, INC.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENT OF CASH FLOWS
FOR THE YEAR AND PERIOD ENDED
<TABLE>
<CAPTION>
March 19
(Inception)
to
December 31, December 31,
1998 1997
-------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Deficit Accumulated During
the Development Stage $(14,127) $ - 0 -
Adjustments to Reconcile Deficit
Accumulated During the
Development Stage to Net
Cash Used In Operating
Activities:
(Decrease) Increase in:
Accrued Expenses 187 - 0 -
-------- -------
NET CASH USED IN
OPERATING ACTIVITIES (13,940) - 0 -
-------- -------
FINANCING ACTIVITES
Issuance of Common Stock 31,865 - 0 -
-------- -------
NET CASH PROVIDED BY
INVESTING ACTIVITIES 31,865 - 0 -
-------- -------
INCREASE IN CASH 17,925 - 0 -
CASH - BEGINNING OF PERIOD - 0 - - 0 -
-------- -------
CASH - END OF PERIOD $ 17,925 $ - 0 -
======== =======
</TABLE>
-5-
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
<PAGE> 14
NAVARONE, INC.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, AND DECEMBER 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Navarone, Inc. (the
Corporation) is presented to assist in understanding the Corporation's financial
statements. The financial statements and notes are representations of the
Corporation's management, which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
Nature of Activities
The Corporation was organized under the laws of the State of Nevada on March 19,
1997. It intends to develop and pursue patent protection for novelty items for
the photographic industry. The Corporation also intends to manufacture and
market its inventions.
The Corporation maintains, rent free, a mailing address at the office of one of
its officers at 228 East 85th Street, New York, New York 10028.
Development Stage Enterprise
The Corporation is devoting substantially all of its efforts to establish a new
business and planned principal operations have not commenced.
Basis of Accounting
The financial statements of the Corporation have been prepared on the accrual
basis.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles includes the use of estimates that affect the financial
statements. Accordingly, actual results could differ from those estimates.
Income Taxes
Due to the losses accumulated during the development stage, the Corporation has
not provided for Federal income taxes.
-6-
<PAGE> 15
NAVARONE, INC.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, AND DECEMBER 31, 1997
NOTE 2 - CASH
The Corporation's attorney currently holds monies belonging to the Corporation
in a non-interest bearing and noninsured account.
NOTE 3 - ORGANIZATIONAL COSTS
Initial costs incurred in the establishment of the Corporation have been
deferred and will be amortized over five years once operations commence.
Pursuant to Financial Accounting Standards Board's Statement of Position 98-5,
subsequent organization costs have been expensed as incurred.
NOTE 4 - COMMON STOCK
On March 19, 1997, the Corporation issued 1,000,000 shares of common stock. In
October, 1998, the Corporation issued an additional 38,500 shares of common
stock at $1 per share. Offering costs in the approximate amount of $6,635 have
been charged to Additional Paid-in Capital.
NOTE 5 - RELATED PARTIES
The principal shareholders are officers of the Corporation who also provide
legal and managerial services to the Corporation.
As anticipated in the offering plan the following fees have been paid to
principal shareholders of the Corporation:
<TABLE>
<S> <C>
Officers fees $ 5,000
Legal fees 5,000
--------
$ 10,000
========
</TABLE>
-7-
<PAGE> 16
NAVARONE, INC.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, AND DECEMBER 31, 1997
NOTE 6 - RISK FACTORS
The Corporation is in the early stages of development. Management believes that
the net proceeds from the recent issuance of shares will be sufficient to
implement its initial plan of operation. Continued operations, however, will
depend on the Corporation's ability to succeed in a highly competitive industry
with limited available resources.
-8-
<PAGE> 17
NAVARONE, INC.
Index to Exhibits
No. 2: Corporate Charter, Amendment and Bylaws
<PAGE> 1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAR 19 1997
ARTICLES OF INCORPORATION
OF
EZBOY IMAGEWORKS, INC.
KNOW ALL MEN BY THESE PRESENTS:
That I, the undersigned, for the purpose of forming a corporation under the laws
of the State of Nevada, relating to the General Corporation Law,
DO HEREBY CERTIFY:
FIRST: The name of the corporation is: EZBOY IMAGEWORKS, INC.
SECOND: This corporation is authorized to carry on any lawful business or
enterprise.
THIRD: The amount of the total authorized capital stock of this corporation
is 1,000,000 shares, said shares being or having a nominal or par
value of .001 and non-assessable.
FOURTH: The members of the governing board of this corporation shall be
styled directors. The first board of directors shall consist of one
member and the name and address is as follows:
Scott Marcus
24 Vanderbilt Avenue
Suite 1B
Manhasset, NY 11030
FIFTH: The name and address of the incorporator is as follows:
Name Post Office Address
- ---- -------------------
Robert Aratingi c/o BlumbergExcelsior
Corporate Services, Inc.
62 White Street
New York, NY 10013
<PAGE> 2
SIXTH: The period of existence of this corporation shall be perpetual.
SEVENTH: The name and address of the Resident Agent of EZBOY IMAGEWORKS, INC.
is as follows:
XL CORPORATE SERVICES, INC.
88 South "E" Street
Post Office Box 366
Virginia City, NV 89440
I, the undersigned, for the purpose of forming a corporation under the laws of
the State of Nevada, do make, file and record this certificate, and do certify
that the facts herein stated are true and I have accordingly hereunto set my
hand this 19th day of March, 1997.
/s/ Robert Aratingi
------------------------------
Robert Aratingi
Incorporator
STATE OF NEW YORK
ss.:
COUNTY OF NEW YORK
On March 19, 1997, personally appeared before me, a Notary Public, Robert
Aratingi, who acknowledged that he executed the above instrument.
/s/ Marc D. Moel
------------------------------
Notary Public
MARC D. Moel
Notary Public, State of New York
[ILLEGIBLE]
[ILLEGIBLE] New York County
[ILLEGIBLE]
<PAGE> 3
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
DEC 01 1998
No. C5762-97
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
EZBOY IMAGEWORKS, INC.
The undersigned, being the President and Secretary of EZBOY IMAGEWORKS,
INC., a Nevada Corporation, hereby certify that by majority vote of the Board of
Directors and majority vote of the stockholders at a meeting held on NOVEMBER 5,
1998 it was agreed by unanimous vote that this CERTIFICATE AMENDING ARTICLES OF
INCORPORATION be filed.
The undersigned further certifies that the original Articles of
Incorporation of EZBOY IMAGEWORKS, INC. were filed with the Secretary of State
of Nevada on the 19TH day of March, 1997. The undersigned further certifies that
ARTICLES FIRST AND FOURTH of the original Articles of Incorporation filed on the
19th day of March, 1997, herein is amended to read as follows:
ARTICLE FIRST
FIRST. The name shall be:
NAVARONE, INC.
ARTICLE FOURTH
That the total number of voting common stock authorized that may be issued by
the Corporation is TWENTY-FIVE MILLION (25,000,000) shares of stock with par
value of $.001 and no other class of stock shall be authorized. Said shares with
par value of $.001 may be issued by the corporation from time to time for such
considerations as may be fixed from time to time by the Board of Directors.
1
<PAGE> 4
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
EZBOY IMAGEWORKS, INC.
CONTINUED
The undersigned hereby certify that they have on this 6th day of NOVEMBER,
1998 executed this Certificate Amending the original Articles of Incorporation
hereunto filed with the Secretary of State of Nevada.
/s/ Salem Krieger /s/ Peter Bernal
----------------------- ----------------------
President Secretary
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 6th day of NOVEMBER, 1998, before me, the undersigned, a Notary Public
in and for the County of NEW YORK, State of NEW YORK personally appeared Known
to me to be the person(s) whose name(s) are subscribed to the foregoing
Certificate Amending Articles of Incorporation and acknowledged to me that they
executed the same.
/s/ Maureen Abato
---------------------------
Notary Public
(seal)
SWORN TO BEFORE ME
NOTARY PUBLIC, STATE OF NY
COMMISSION # 02AB5033074
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES: 9/12/00
<PAGE> 5
NAVARONE. INC.
BY-LAWS
ARTICLE I MEETINGS OF SHAREHOLDERS
1. Shareholders' Meetings shall be held in the office of the corporation,
at Carson City, NV, or at such other place, or places as the Directors shall,
from time to time, determine.
2. The annual meeting of the shareholders of this corporation shall be
held at 11:00 a.m., on the 19th day of March of each year beginning in 2000, at
which time there shall be elected by the shareholders of the corporation a Board
of Directors for the ensuing year, and the shareholders shall transact such
other business as shall properly come before them. If the day fixed for the
annual meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.
3. A notice signed by any Officer of the corporation or by any person
designated by the Board of Directors, which sets forth the place of the annual
meeting, shall be personally delivered to each of the shareholders of record, or
mailed postage prepaid, at the address as appears on the stock book of the
corporation, or if no such address appears in the stock book of the corporation,
to his last known address, at least ten (10) days prior to the annual meeting.
Whenever any notice whatever is required to be given under any article of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time of the meeting of the
shareholders, shall be deemed equivalent to proper notice.
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4. A majority of the shares issued and outstanding, either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of the shareholders.
5. If a quorum is not present at the annual meeting, the shareholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each shareholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.
6. Special meetings of the shareholders may be called at anytime by the
President; by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of the corporation. The Secretary shall send a notice of such
called meeting to each shareholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof. No business shall be transacted at a special meeting except as
stated in the notice to the shareholders, unless by unanimous consent of all
shareholders present, either in person or by proxy, all such shares being
represented at the meeting.
7. Each shareholder shall be entitled to one vote for each share of stock
in his own name on the books of the corporation, whether represented in person
or by proxy.
8. At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.
9. The following order of business shall be observed at all meetings of
the
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shareholders so far as is practicable:
a. Call the roll;
b. Reading, correcting, and approving of the minutes of the previous
meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
10. 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 to be taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE II STOCK
1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the corporation.
2. All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of such shares and
the date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.
4. Upon surrender to the corporation or the transfer agent of the
corporation of a
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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.
5. 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 III DIRECTORS
1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the shareholders at their meeting to manage the affairs of
the corporation. The Directors' term of office shall be one (1) year, and
Directors may be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death, resignation or
other causes shall be filled by the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 1:00 p.m.,
on the 19th day of March of each year beginning in 2000 at the office of the
company at Carson City, NV, or at such other time or place as the Board of
Directors shall by resolution appoint; special meetings may be called by the
President or any Director giving ten (10) days notice to each Director. Special
meetings may also be called by execution of the appropriate waiver of notice and
called when executed by a majority of the Directors of the company. A majority
of the
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Directors shall constitute a quorum.
4. The Directors shall have the general management and control of the
business and affairs of the corporation and shall exercise all the powers that
may be exercised or performed by the corporation, under the statutes, the
Articles of Incorporation, and the By-Laws. Such management will be by equal
vote of each member of the Board of Directors with each Board member having an
equal vote.
5. 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.
6. A resolution, in writing, signed by all or a majority of the members of
the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
corporation under its proper date.
7. Any or all of the Directors may be removed for cause by vote of the
shareholders or by action of the Board. Directors may be removed without cause
only by vote of the shareholders.
8. A Director may resign at any time by giving written notice to the
Board, the President or the Secretary 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.
9. 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
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taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
ARTICLE IV OFFICERS
1. The Officers of this company shall consist of: a President, one or more
Vice Presidents, Secretary, Treasurer, and such other officers as shall, from
time to time, be elected or appointed by the Board of Directors.
2. The PRESIDENT shall preside at all meetings of the Directors and the
shareholders and shall have general charge and control over the affairs of the
corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.
3. The VICE PRESIDENT shall exercise the functions of the President during
the absence or disability of the President and shall have such powers and such
duties as may be assigned to him, from time to time, by the Board of Directors.
4. The SECRETARY shall issue notices for all meetings as required by the
By-Laws, shall keep a record of the minutes of the proceedings of the meetings
of the shareholders and Directors, shall have charge of the corporate books, and
shall make such reports and perform such other duties as are incident to his
office, or properly required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section 78.105 of the
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Nevada Revised Statutes and supplies to the Nevada Resident Agent or Registered
Office in Nevada, any and all amendments to the corporation's Articles of
Incorporation and any and all amendments or changes to the By-Laws of the
corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or Registered Office in Nevada, and maintain, a current
statement setting out the name of the custodian of the stock ledger or duplicate
stock ledger, and the present and complete Post Office address, including street
and number, if any, where such stock ledger or duplicate stock ledger is kept.
5. The TREASURER shall have the custody of all monies and securities of
the corporation and shall keep regular books of account. He shall disburse the
funds of the corporation in payment of the just demands against the corporation,
or as may be ordered by the Board of Directors, making proper vouchers for such
disbursements and shall render to the Board of Directors, from time to time, as
may be required of him, an account of all his transactions as Treasurer and of
the financial condition of the corporation. He shall perform all duties incident
to his office or which are properly required of him by the Board of Directors.
6. The RESIDENT AGENT shall be in charge of the corporation's registered
office in the State of Nevada, upon whom process against the corporation may be
served and shall perform all duties required of him by statute.
7. The salaries of all Officers shall be fixed by the Board of Directors
and may be changed, from time to time, by a majority vote of the Board.
8. Each of such Officers shall serve for a term of one (1) year or until
their successors are chosen and qualified. Officers may be re-elected or
appointed for successive annual terms.
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9. The Board of Directors may appoint such other Officers and Agents, as
it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined, from time to time, by the Board of Directors.
10. 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.
11. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the unexpired
portion of the term.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
The corporation shall indemnify any and all of its Directors and Officers,
and its former Directors and Officers, or any person who may have served at the
corporation's request as a Director or Officer of another corporation in which
it owns shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been Director(s) or Officer(s) of the
corporation, or of such other corporation, except, in relation to matters as to
which any such Director or Officer or former Director or Officer or person shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-Law, agreement, vote of shareholders or otherwise.
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ARTICLE VI 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 VII WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or Director of the corporation under the provisions of
these 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 VIII AMENDMENTS
1. Any of these By-Laws may be amended by a majority vote of the
shareholders at any annual meeting or at any special meeting called for that
purpose.
2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Laws adopted by the shareholders
of the company.
CERTIFIED TO BE THE BY-LAWS OF:
NAVARONE, INC.
BY /s/ Peter Bernal
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Secretary
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