<PAGE>
United States
U.S. Securities and Exchange Commission
Washington, D.C. 20549
INSTITUTE FOR COUNSELING, INC.
<TABLE>
<S> <C> <C>
Company Data: Standard Industrial Classification [ X ]
IRS Number 52-2197688
State of Incorporation NV
Fiscal Year End 12/31
Filing Form Type 10SB12G
SEC File Number
Film Number
Business Address
Street Suite 404-815 Hornby St.
City Vancouver
Province British Columbia
Postal Code V6Z 2E6
Business Phone (604) 684-6718
Business Fax (604) 684-2501
Mail Address Street Suite 404-815 Hornby St.
City Vancouver
Province British Columbia
Postal Code V6Z 2E6
Business Phone (604) 684-6718
Business Fax (604) 684-2501
</TABLE>
<PAGE>
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the
Securities Exchange Act of 1934 (the "1934 Act")
INSTITUTE FOR COUNSELING, INC.
-------------------------------
(the "Company")
Nevada 52-2197688
- ------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. employer identification)
incorporation or organization)
404 - 815 Hornby Street
Vancouver, BC V6Z 2E6
------------------------------------------
(Address of principal executive offices)
Registrant's telephone number: (604) 684-6718
Registrant's facsimile number: (604) 684-2501
Securities to be registered under Section 12(b) of the Act:
N/A NASD OTC Bulletin Board
- ------------------------------------- ------------------------
(Title of each class to be registered) (Name of each exchange on which
each class is to be registered)
Securities to be registered under Section 12 (g) of the Act:
Common stock, par value $0.001 per share
- ---------------------------------------------------------------
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
REGULATION S-B
ITEM 1 - DESCRIPTION OF BUSINESS
- --------------------------------
The Company was incorporated on February 9, 1993 in the State of Nevada.
The Company has carried on no active business and is in a start up phase of
its development.
The Company intends to provide consulting services to emerging and start up
businesses involved in the oil and gas sector. The Company will also
examine oil and gas projects of merit with the intention of acquiring
financing and developing those projects.
The financial statements of the Company have been prepared in accordance
with the generally accepted accounting principles of the United States.
This application includes as an Exhibit, Financial Statements of the
Company for the periods ending December 31, 1996, December 31, 1997, and
December 31, 1998 prepared by Amisano Hanson, Chartered Accountants, of
Vancouver.
The Company has not been bankrupt or in similar proceedings, nor has the
Company gone through a material reclassification, or any material changes
in the mode of conducting business.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION GENERAL
- --------------------------------------------------------------------------
The Company maintains a corporate office at 404 - 815 Hornby Street,
Vancouver, BC V6Z 2E6.
The Company intends to provide consulting services to emerging and start up
businesses involved in the oil and gas sector. The Company will also
examine oil and gas projects of merit with the intention of acquiring
financing and developing those projects.
The Company was inactive from the date of its incorporation through
December 31, 1997. Through December 31, 1997, it raised no significant
capital or incurred significant expenses. Its share capital at December
31, 1997 records the issue of 100 common shares with paid in share capital
of $1.00.
The following discussion is in respect of activities during the year ended
December 31, 1998.
The Company raised $56,001 in share capital by the sale of common shares,
and incurred start up expenses of $25,095. The Company had no revenues.
Unused cash at December 31, 1998 was $30,905.
During the six months ended June 30, 1999, the Company incurred additional
expenses of $19,342, reducing cash on hand to $11,473.
Since the Company is in its development stage, all losses accumulated since
inception have been considered as part of the Company's development stage
activities.
3
<PAGE>
PLAN OF OPERATION
The Company's objective is to provide consulting services to emerging and
start up business in the oil and gas sector. Management has extensive
experience in this sector, and intends to contact organizations, companies,
and individuals and contract its services and contract its services to such
groups.
Management will provide advice regarding corporate development, evaluate
business opportunities, provide financial planning, source out projects of
merit, in the oil and gas sector and act as consultants during the
negotiations and structuring of any transactions, and source equity and
debt capital.
As time and resources allow, Management will source projects of merit on
its own behalf.
The Company anticipates that its operating expenses and capital expenditure
may increase significantly during the next phase of its development. The
amount and timing of expenditures will depend on the success of any
contracts it secures, and there is no assurance the Company will receive
significant revenues or operate profitably. Current cash resources are not
sufficient to fund the next phase of its development and Management intends
to seek additional private equity or debt financing. There is no
assurances any such funds will be available, and if funds are raised, that
they will be sufficient to achieve the Company's objective, or result in
commercial success.
ITEM 3 - DESCRIPTION OF PROPERTY
- --------------------------------
The Company intends to provide consulting services to emerging and start up
businesses primarily in the oil and gas sector. The Company does not own
any principal plants, mines or other materially important physical
properties. The Company has not yet purchased any interest in oil and gas
projects.
ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------------------
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of June 30, 1999 by : (i)
each person (including any group) known to us to own more than five percent
(5%) of any class of our voting securities, (ii) each director and
officer, and (iii) officers and directors as a group. Unless noted, the
parties named below have sole voting and investment poser with respect to
the shares indicated:
4
<PAGE>
<TABLE>
<CAPTION>
Amount & Nature
Title of Name & Address of Beneficial Percent
Class of Beneficial Ownership Ownership of Class
- --------- ------------------------------------ ---------------- ---------
<S> <C> <C> <C>
Common James Charuk (1) 800,000 40%
3503 Cedar Locust Court Direct Ownership
Sugarland, Texas
- --------- ------------------------------------ ---------------- ---------
Common Brent Shaw (1) 800,000 40%
2008-1128 Quebec St. Direct Ownership
Vancouver, BC
- --------- ------------------------------------ ---------------- ---------
Common Philip Herr 400,000 20%
c/o Suite 300 Direct Ownership
4960 S. Virginia Street
Reno, Nevada 89502
- --------- ------------------------------------ ---------------- ---------
Common MDI Small Cap Fund 100,000 5%
P.O. Box 228 Direct Ownership
Temple Building,
Tropicana Plaza, Leeward Highway,
Providenciales,
Turks & Caicos Islands, B.W.I.
- --------- ------------------------------------ ---------------- ---------
Common Murdoch & Company 100,000 5%
6 Front Street Hamilton,
Bermuda
- --------- ------------------------------------ ---------------- ---------
</TABLE>
(1) James Charuk (President/Director), Brent Shaw (Secretary/Director),
as a group own 1,600,000 or 80% of the issued shares.
CHANGES IN CONTROL
The Company have no arrangements which might result in a change in control.
ITEM 5 - DIRECTORS , EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
- --------------------------------------------------------------------------
ITEM 401 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
All shares of common stock when issued were fully paid for and non-
assessable. Each holder of common stock is entitled to one vote per share
on all matters submitted for action by the shareholders. All shares of
common stock are equal to each other with respect to the election of
directors and cumulative voting is not permitted; therefore, the holders of
more than 50% of the outstanding stock can, if they choose to do so, elect
all of the directors. The terms of the directors are not staggered.
Directors are elected annually to serve until the next annual meeting of
the shareholders and until their successor is elected and qualified.
5
<PAGE>
<TABLE>
<CAPTION>
Director,
Executive Officer,
Promoter,
Control Person Position and Office held Term of Office
- ----------------- --------------------------------------- -------------------------
<S> <C> <C>
James Charuk President/Director Since June 22, 1998
- ----------------- --------------------------------------- -------------------------
Brent Shaw Secretary/Treasurer/Director Since July 1, 1998
- ----------------- --------------------------------------- -------------------------
Michael Kang Director Since November 1, 1998
- ----------------- --------------------------------------- -------------------------
Philip Herr President/Treasurer/Secretary/Director February 9, 1993 to
July 1, 1998
- ----------------- --------------------------------------- -------------------------
</TABLE>
The following is a brief biographical information on each of the officers,
directors and significant employees listed:
Philip Herr, age 54, was the founder of the Company and its Company's
- ------------ President, Treasurer, and Secretary until July 1, 1998.
James Charuk, age 39, is the President and a Director of the Company. He
- ------------ is a principal of Western Atlas International, a Houston,
Texas based company specializing in geoscience and interpretation services
for forestry and mining companies. Born in Canada, he earned a Bachelor of
Science degree from Mount Allison University in Moncton, New Brunswick in
1981. Mr. Charuk's responsibilities including overseeing an annual budget
in excess of $14.0 Million USD for Western Atlas in the areas of Geoscience
and Interpretation Software Systems and Data Analysis. During 1990/1991
Mr. Charuk was a database analyst for Chevron Information and Technology of
Houston, and from 1985 until 1990 he was a systems analyst for Digitech
Information specializing in oil reservoir analysis. Mr. Charuk immigrated
to the United States in May 1990 (INS#A042314213 (Green Card)).
Brent Shaw, age 36, is Secretary and a Director of the Company. He has
- ---------- been involved in the information and implementation of several
successful private ventures in the restaurant and hospitality businesses.
He has also shown great ability in the turnaround of established yet non
profitable business. Some of Mr. Shaw's accomplishments include the setup
of Network Beverage Ltd., where he specialized in catering alcohol for
special events. He was instrumental in the formation of Beverage Concepts,
an international alcohol distribution company. The combined revenues of
these companies has grown to approximately $4,500,000 Cdn. annually.
Mr. Shaw purchased the Picadilly Hotel and Pub in Vancouver in 1991 and
through 1995 renovated this establishment and turned this business from a
losing venture to a highly profitable one with a 400% increase in revenues
in 3 years. During 1996 - 1997, Mr. Shaw purchased the lease of Legends
Grill and Tap Room and has recently reopened this restaurant after
renovations of approximately $750,000.
After college, Mr. Shaw played professional hockey in the N.H.L.
Michael Kang, age 41, is a Director of the Company. He is a founding
- ------------ partner of Capital West Financial Group, a private investment
and capital management firm in Vancouver, British Columbia. Born in Korea,
Mr. Kang spent his early life in Korea and Brazil before immigrating and
6
<PAGE>
settling in Toronto, Ontario where he earning his Bachelor of Commerce
degree from the University of Toronto in 1981. He then worked in the Seoul
Korea Branch of the Continental Illinois National Bank and Trust Company of
Chicago, performing international banking functions. Subsequently, Mr.
Kang returned to Canada to setup a chain of convenience stores. The chain
eventually sold, and Mr. Kang moved to phoenix, Arizona, to purchase Prism
Graphics Inc., the fourth largest sheet feed printer in the State of
Arizona. Upon sale of this business, Mr. Kang returned to Vancouver to
found Capital West.
In 1998 Mr. Kang founded Digital Commerce Inc., ("DCI"), a private Company
incorporated in Nevis, which is developing an internet bank, [email protected],
which will provide a variety of banking transactions and services over the
internet. It is intended that DCI be in operation by March 2000.
In June 1999, DCI completed a reverse takeover of Systems Assurance
Corporation, a Delaware Company which trades on the NASD-OTC Bulletin
Board. Systems Assurance Corporation has changed its name to Digital
Commerce International, Inc. Mr. Kang was appointed a director and assumed
the position of Chairman and Chief Executive Officer of Digital Commerce
International, Inc. on August 13, 1999.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of management's knowledge, during the past five years, no
present or former director of executive officer of the Company:
1) Has filed a petition under federal bankruptcy laws or any state
insolvency law, had a receiver, fiscal agent or similar officer
appointed by a court for the business or property of such person,
or any partnership in which she was a general partner at or
within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer at or within two years before the time of such filing;
2) Was convicted in a criminal proceeding or named the subject of a
pending criminal proceeding (excluding traffic violations and
other minor offences);
3) Was the subject of any order, judgement or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from otherwise limiting his involvement in any type of business,
securities or banking activities; or
4) Was found by a court of competent jurisdiction in a civil action,
by the Securities and Exchange Commodity Futures Trading
Commission to have violated any federal or state securities law.
ITEM 6 - EXECUTIVE COMPENSATION
- -------------------------------
None of the directors or officers of the Company have received any
remuneration and no remuneration will be paid until such time as the
Company has begun an active business operation. There are no options or
SAR grants outstanding, no long term incentive plans and no place existing
employment contracts with any director or officers.
7
<PAGE>
ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
There have been no material transactions in the past two years or
proposed transactions to which the Company has been or proposed to be a
party in which any officer, director, nominee for officer or director, or
security holder of more than 5% of the Company's outstanding securities is
involved.
The Company has no promoters other than its President, James Charuk,
its Secretary/Treasurer, Brent Shaw, and Director, Michael Kang. There
have been no transactions which have benefited or are intended to benefit
Messrs. Charuk, Shaw or Kang.
TRANSACTIONS BETWEEN THE COMPANY AND MANAGEMENT
Each of the officers and directors of the Company are engaged in other
business, either individually or through partnerships and corporations in
which they have an interest, hold an officer or serve on Boards of
Directors to which they devote substantial time. Certain conflicts of
interest may arise between the Company and its officers and directors with
respect to the time commitment which management is able to devote to the
Company.
The Company will attempt to resolve any such conflicts of interest in
favour of the Company. The officers and directors of the Company are
accountable to it and its shareholders as fiduciaries, which requires that
such officers and directors exercise a good faith and integrity in handling
the Company's affairs. A shareholder may be able to institute legal action
on behalf of the Company or on behalf of itself and all other similarity
situated shareholders to recover damages or for other relief in cases of
the resolution of conflicts in any manner prejudicial to the Company.
ITEM 8 - LEGAL PROCEEDINGS
- ---------------------------
The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the Company
has been threatened. None of the Company's outstanding securities is a
party adverse to the Company nor do any of the foregoing individuals have a
material interest adverse to the Company.
ITEM 9 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- -----------------------------------------------------------------
The Company is authorized to issue an unlimited number of Common Shares of
which 2,304,000 common shares are issued and outstanding. After the
Company was incorporated, 100 common shares were issued to its founder,
Philip Herr. These Shares were subsequently transferred and the Company
underwent a 1:20,000 Share split effective July 1, 1998. The Company then
made two private offerings pursuant to Rule 504, Regulation D., and sold
200,000 and 104,000 Shares respectively pursuant in reliance on those
exemptions. There are 2now ,304,000 common Shares issued and outstanding
and a further 19,000 common shares are allocated and reserved for issue.
8
<PAGE>
Common Stock
All shares of common stock when issued were fully paid for and non-
assessable. Each holder of common stock is entitled to one vote per share
on all matters submitted for action by the shareholders. All shares of
common stock are equal to each other with respect to the election of
directors and cumulative voting is not permitted; therefore, the holders of
more than 50% of the outstanding stock can, if they choose to do so, elect
all of the directors. The terms of the directors are not staggered.
Directors are elected annually to serve until the next annual meeting of
the shareholders and until their successor is elected and qualified. There
are no pre-emptive rights to purchase any additional common stock or other
securities of the Company. The owners of a majority of the common stock
may also take any action without prior notice or meeting which a majority
shareholder could have taken at a regularly called shareholders meeting,
giving notice to all shareholders thereafter of the action taken. In the
event of liquidation or dissolution, holders of common stock are entitled
to receive, pr rata, the assets remaining after creditors and holders of
any stock have liquidation rights senior to holders of shares of common
stock have been paid in full.
Shares Freely Tradeable
An initial 100 Common Shares were issued to the Company's founder, Philip
Herr, and subsequently transferred. After the 1:20,000 share split,
effective July 11, 1998 there were 2,000,000 common shares issued and
outstanding. A further 304,000 Common Shares were sold pursuant to the two
private offerings and another 19,000 Common Shares are allotted for issue,
subject to receiving payment. These securities are freely tradeable and
may be sold in brokerage transactions in compliance with the Rules of the
Securities and Exchange Commission.
No class of equity security of the Company is registered with the
Commission under the Securities Exchange Act 1934, as amended, and the
Company is not subject to section 12(d) of the 1934 Act. The share
offerings were made in compliance with the requirements of Rule 504
promulgated by the Commission under the 1933 Act, and the Company is not
excluded from relying on Rule 504 by reason of Rule 504(a)(3). The Company
did not offer any securities through June 30, 1999.
ITEM 10 - RECENT SALES OF UNREGISTERED SECURITIES
- -------------------------------------------------
In February 1999, the Company filed a Form D, Notice of Sale of Securities
pursuant to Regulation D Section 4(6) of the SECURITIES ACT in respect of
Subscription Agreements ("Agreements"), received by the Company from MDI
Small Cap Fund and Murdoch & Company for the purchase of 100,000 common
shares respectively. The sale of the totaling 200,000 common shares at
$0.15 USD has been raised by the Company to date.
In February 1999, the Company filed a Form D, Notice of Sale of Securities
pursuant to Regulation D Section 4(6) of the Securities Act in respect of
Agreements received by the Company from persons or companies attached
hereto for the purchase of 104,000 common shares at $0.25 USD per share for
which the Company has received $26,000.
9
<PAGE>
ITEM 11 - DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
- -----------------------------------------------------------------
All shares of common stock when issued were fully paid for and non-
assessable. Each holder of common stock is entitled to one vote per share
on all matters submitted for action by the shareholders. All shares of
common stock are equal to each other with respect to the election of
directors and cumulative voting is not permitted; therefore, the holders of
more than 50% of the outstanding stock can, if they choose to do so, elect
all of the directors
ITEM 12 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ---------------------------------------------------
The Company has no program for indemnification of officers or directors.
ITEM 13 - FINANCIAL STATEMENTS AND SUPLEMENTARY DATA
- -----------------------------------------------------
Included, as an Appendix, are Audited Financial Statements for the Company
for the fiscal years ended December 31, 1996, December 31, 1997 and
December 31, 1998 and Unaudited Financial Statements to June 30, 1999 as
prepared by Amisano Hanson, Chartered Accountants.
ITEM 14 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- --------------------------------------------------------------------------
The Company has not had any disagreements with its Auditors, who are
independent to the Company.
ITEM 15 - FINANCIAL STATEMENTS AND EXHIBITS
- --------------------------------------------
(a) The Company's financial statements for the period from inception to
June 30, 1999 are referenced under Item 13 of this Registration Statement
and are attached as an Exhibit.
(b) The following Exhibits are furnished as required by Item 601 of
Regulation S-B.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------------------------------------------------------
<S> <C>
3.0 Certificate of Incorporation of the Company consisting of the
Articles of Incorporation filed with the Secretary of
the State of Nevada on February 9, 1993.
3.1 By-Laws of the Company, dated November 9, 1993.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Institute for Counseling Inc.
- ----------------------------------------
Registrant
November 3, 1999
- ----------------------------------------
Date
/S/ MICHAEL KANG
- ----------------------------------------
Name and Title
Michael Kang, Director
<PAGE>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
--------------------------
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
BALANCE SHEETS
June 30, 1999 and December 31, 1998
(Stated in US Dollars)
(Unaudited - See Note 1)
--------------------------
ASSETS
-------
June December
30, 1999 31, 1998
----------- -----------
<S> <C> <C>
Current
Cash $ 25,041 $ 53,925
Accounts receivable 2,530 1,606
----------- -----------
$ 27,571 $ 55,531
=========== ===========
LIABILITIES
------------
Current
Accounts payable $ 16,098 $ 24,626
----------- -----------
STOCKHOLDERS' EQUITY
--------------------
Common stock - Note 2 56,001 56,001
Deficit accumulated during the
development stage ( 44,528) ( 25,096)
11,473 30,905
----------- -----------
$ 27,571 $ 55,531
=========== ===========
</TABLE>
APPROVED BY THE DIRECTORS:
/S/ Brent Shaw Director Brent Shaw, Director
- --------------------- ------------------------
SEE ACCOMPANYING NOTES
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
<TABLE>
<CAPTION>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
STATEMENT OF LOSS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
for the six month and three month periods ended June 30, 1999
and for the period February 9, 1993 (Date of Incorporation) to December 31, 1998
and February 9, 1993 (Date of Incorporation) to June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
-----------------------
February February
9, 1993 9, 1993
Six Three (Date of (Date of
Months Months Incorporation) Incorporation)
ended ended to to
June June December June
30, 1999 30, 1999 31, 1999 30, 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Expenses
Accounting and Audit $ 1,000 $ 1,000 $ 3,963 $ 4,963
Filing fees 242 - - 242
Legal 10,500 10,500 9,428 19,928
Management services - - 10,700 10,700
Promotion and
entertainment 4,865 - - 4,865
Rent and other 1,930 1,048 1,005 2,935
Transfer agent fees 895 600 - 895
-------------- -------------- -------------- --------------
Net loss for the period $ 19,432 $ 13,148 $ 25,096 $ 44,528
============== ==============
Deficit, beginning of
period 25,096 31,380
-------------- --------------
Deficit, end of period $ 44,528 $ 44,528
============== ==============
Net loss per share $ 0.01 $ 0.01
============== ==============
Weighted average number
of shares outstanding
(on a post forward split
basis) 2,304,000 2,304,000
============== ==============
</TABLE>
SEE ACCOMPANYING NOTES
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
<TABLE>
<CAPTION>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the six month and three month periods ended June 30, 1999
and for the period February 9, 1993 (Date of Incorporation) to December 31, 1998
and February 9, 1993 (Date of Incorporation) to June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
----------------------
February February
9, 1993 9, 1993
Six Three (Date of (Date of
Months Months Incorporation) Incorporation)
ended ended to to
June June December June
30, 1999 30, 1999 31, 1999 30, 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Cash Flows from Operating
Activities
Net loss for the period $( 19,432) $( 12,860) $( 25,096) $( 44,528)
Changes in non-cash
working capital balances
related to operations
Accounts receivable ( 924) ( 924) ( 1,606) ( 2,530)
Accounts payable ( 8,528) 9,000 24,626 16,098
-------------- -------------- -------------- --------------
( 28,884) ( 4,784) ( 2,076) ( 30,960)
Cash Flows from
Financing Activities
Common stock issued - - 56,001 56,001
-------------- -------------- -------------- --------------
- - 56,001 56,001
-------------- -------------- -------------- --------------
Net increase (decrease)
in cash during the
period ( 28,884) ( 4,784) 53,925 25,041
Cash, beginning of
period 53,925 29,825 - -
-------------- -------------- -------------- --------------
Cash, end of period $ 25,041 $ 25,041 $ 53,925 $ 25,041
============== ============== ============== ==============
</TABLE>
SEE ACCOMPANYING NOTES
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
<TABLE>
<CAPTION>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
for the period February 9, 1993 (Date of Incorporation) to June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
----------------------
Deficit
Accumulated
Common Stock During the
(Note 2) Development
# $ Stage Total
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Issue of initial founders stock
upon incorporation 100 $ 1 $ - $ 1
Net loss from incorporation to
December 31, 1993 - - ( 1) ( 1)
------------ ----------- ------------ ------------
Balance, December 31, 1993, 1994,
1995, 1996 and 1997 100 1 $( 1) $ -
Twenty thousand for one forward
split of outstanding shares 1,999,900 - - -
Stock issued pursuant to an
offering memorandum - at $0.25 104,000 26,000 - 26,000
Stock issued for cash - at $0.15 200,000 30,000 - 30,000
Net loss for the period ended
December 31, 1998 - - ( 25,095) ( 25,095)
------------ ----------- ------------ ------------
Balance, December 31, 1998 2,304,000 56,001 ( 25,096) 30,905
Net loss for the period ended
June 30, 1999 - - ( 19,432) ( 19,432)
------------ ------------ ----------- -----------
2,304,000 $ 56,001 $( 44,528) $ 11,473
============ ============ =========== ============
</TABLE>
SEE ACCOMPANYING NOTES
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
----------------------
Note 1 Interim Reporting
-----------------
These financial statements have not been audited or reviewed and
have been prepared on a compilation basis only. Readers are
cautioned that these statements may not be appropriate for their
purposes. While the information presented in the accompanying
interim six month financial statements is unaudited, it includes
all adjustments which are, in the opinion of management necessary
to present fairly the financial position, results of operations and
cash flows for the interim period presented. It is suggested that
these interim financial statements be read in conjunction with the
company's annual audited December 31, 1998 financial statements.
<TABLE>
<CAPTION>
Note 2 Common Stock
------------
<S> <C> <C>
a) Authorized:
50,000,000 common shares, no par value
b) Issued: # $
----------- -----------
Issue of initial founders stock upon incorporation
- at $0.01 100 1
----------- -----------
Balance, December 31, 1997 and 1996 100 1
Twenty thousand for one forward split of
outstanding stock 1,999,900 -
Stock issued for cash - at $0.15 200,000 30,000
Stock issued pursuant to an offering
memorandum - at $0.25 104,000 26,000
----------- -----------
Balance, December 31, 1998 and June 30, 1999 2,304,000 56,001
=========== ===========
</TABLE>
c) Commitments:
Offering Memorandum
The company received $26,000 and issued 104,000 shares pursuant to
an offering memorandum dated September 15, 1998. The company has
also allotted 19,000 common shares for future issuance at $0.25 per
common share pursuant to the offering.
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1999
(Stated in US Dollars)
(Unaudited - See Note 1) - Page 2
----------------------
Note 3 Uncertainty Due to the Year 2000 Issue
--------------------------------------
The Year 2000 Issue arises because many computerized systems use
two digits rather than four to identify a year. Date sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using the year 2000 date is
processed. In addition, similar problems may arise in some systems
which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced
before, on, or after January 1, 2000 and if not addressed, the
impact on operations and financial reporting may range from minor
errors to significant system failure which could affect the
company's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue
affecting the company, including those related to the efforts of
customers, suppliers or other third parties, will be fully
resolved.
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
REPORT AND FINANCIAL STATEMENTS
December 31, 1998, 1997 and 1996
(Stated in US Dollars)
<PAGE>
/Letterhead/
TERRY AMISANO LTD. AMISANO HANSON
KEVIN HANSON, C.A. Chartered Accountants
AUDITORS' REPORT
To the Directors,
Institute for Counselling Inc.
We have audited the balance sheets of Institute for Counselling Inc. (A
Development Stage Company) as at December 31, 1998 and 1997 and the
statements of loss and deficit accumulated during the development stage,
stockholders' equity and cash flows for the years ended December 31, 1998,
1997 and 1996 and for the period February 9, 1993 (Date of Incorporation)
to December 31, 1998. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an
audit to obtain reasonable assurance 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at December 31, 1998 and
1997 and the results of its operations and its cash flows for the years
ended December 31, 1998, 1997 and 1996 and for the period February 9, 1993
(Date of Incorporation) to December 31, 1998 in accordance with generally
accepted accounting principles in the United States.
Vancouver, Canada /S/ AMISANO HANSON
September 30, 1999 Chartered Accountants
Comments by Auditors for U.S. Readers on Canada - U.S. Reporting Conflict
- -------------------------------------------------------------------------
In the United States, reporting standards for auditors require the addition
of an explanatory paragraph (following the opinion paragraph) when there is
substantial doubt about a company's ability to continue as a going concern.
The accompanying financial statements have been prepared on the basis of
accounting principles applicable to a going concern which assumes the
realization of assets and discharge of liabilities in the normal course of
business. As discussed in Note 1 to the accompanying financial statements
in respect of the developmental nature of the company and its losses from
operations, substantial doubt about the company's ability to continue as a
going concern exists. The accompanying financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Our report to the directors dated September 30, 1999 is expressed in
accordance with Canadian reporting standards, which do not permit a
reference to such uncertainty in the auditors' report when the uncertainty
is adequately disclosed in the financial statements.
/Footer/
Vancouver, Canada AMISANO HANSON
September 30, 1999 Chartered Accountants
Suite 604 - 750 West Pender Street, Vancouver, BC, Canada, V6C 2T7
Telephone: (604) 689-0188
Facsimile: (604) 689-9773
E-MAIL: [email protected]
----------------
<PAGE>
<TABLE>
<CAPTION>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, 1998 and 1997
(Stated in US Dollars)
--------------------
ASSETS
------
1998 1997
------------------------
<S> <C> <C>
Current
Cash $ 53,925 $ -
Accounts receivable 1,606 -
------------------------
$ 55,531 $ -
========================
LIABILITIES
-----------
Current
Accounts payable $ 24,626 $ -
------------------------
STOCKHOLDERS' EQUITY
--------------------
Common stock - Note 3 56,001 1
Deficit accumulated during the development stage ( 25,096)( 1)
------------------------
30,905 -
------------------------
$ 55,531 $ -
========================
</TABLE>
Nature and Continuance of Operations - Note 1
Commitments - Note 3
APPROVED BY THE DIRECTORS:
/S/ Brent Shaw Director Brent Shaw, Director
- --------------------- ------------------------
SEE ACCOMPANYING NOTES
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
<TABLE>
<CAPTION>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
for the years ended December 31, 1998, 1997 and 1996 and for the
period February 9, 1993 (Date of Incorporation) to December 31, 1998
(Stated in US Dollars)
--------------------
February
9, 1993
(Date of
Incorporation)
to
December
1998 1997 1996 31, 1998
------------------------ ------------------------
<S> <C> <C> <C> <C>
Expenses
Accounting and Audit $ 3,963 $ - $ - $ 3,963
Legal 9,427 - - 9,428
Management services 10,700 - - 10,700
Rent and other 1,005 - - 1,005
------------------------ ------------------------
Net loss for the period 25,095 - - $ 25,096
============
Deficit, beginning of period 1 1 1
------------------------ ------------
Deficit, end of period $ 25,096 $ 1 $ 1
======================== ============
Net loss per share $ 0.01 $ - $ -
======================== ============
Weighted average number of
shares outstanding (on a post
forward split basis) 2,000,000 2,000,000 2,000,000
</TABLE>
SEE ACCOMPANYING NOTES
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
<TABLE>
<CAPTION>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1998, 1997 and 1996 and for the
period February 9, 1993 (Date of Incorporation) to December 31, 1998
(Stated in US Dollars)
--------------------
February
9, 1993
(Date of
Incorporation)
to
December
1998 1997 1996 31, 1998
------------------------ ------------------------
<S> <C> <C> <C> <C>
Cash Flows from Operating
Activities
Net loss for the period $( 25,095)$ - $ - $( 25,096)
Changes in non-cash working
capital balances related
to operations
Accounts receivable ( 1,606) - - ( 1,606)
Accounts payable 24,626 - - 24,626
------------------------ ------------------------
( 2,075) - - ( 2,076)
------------------------ ------------------------
Cash Flows from Financing
Activity
Common stock issued 56,000 - - 56,001
------------------------ ------------------------
56,000 - - 56,001
------------------------ ------------------------
Net increase in cash during
the period and cash,
end of the period $ 53,925 $ - $ - $ 53,925
======================== ========================
</TABLE>
SEE ACCOMPANYING NOTES
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
<TABLE>
<CAPTION>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
for the period February 9, 1993 (Date of Incorporation) to December 31, 1998
(Stated in US Dollars)
--------------------
Deficit
Accumulated
Common Stock During the
(Note 3) Development
# $ Stage Total
------------------------ ------------------------
<S> <C> <C> <C> <C>
Issue of initial founders stock
upon incorporation 100 $ 1 $ - $ 1
Net loss from incorporation to
December 31, 1993 - - ( 1) ( 1)
------------------------ ------------------------
Balance, December 31, 1993,
1994, 1995, 1996 and 1997 100 1 $( 1)$ -
Twenty thousand for one forward
split of outstanding shares 1,999,900 - - -
Stock issued pursuant to an
offering memorandum - at $0.25 104,000 26,000 - 26,000
Stock issued for cash - at $0.15 200,000 30,000 - 30,000
Net loss for the period ended
December 31, 1998 - - ( 25,095) ( 25,095)
------------------------ ------------------------
Balance, December 31, 1998 2,304,000 $ 56,001 $( 25,096)$ 30,905
======================== ========================
</TABLE>
SEE ACCOMPANYING NOTES
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998, 1997 and 1996
(Stated in US Dollars)
--------------------
Note 1 Nature and Continuance of Operations
------------------------------------
The company was incorporated in Nevada on February 9, 1993, as
Institute for Counselling Inc. The company intends to acquire oil
and gas projects of merit.
These financial statements have been prepared on a going concern
basis. The company has accumulated losses of $25,096 since
incorporation. Its ability to continue as a going concern is
dependent upon the ability of the company to generate profitable
operations in the future and/or to obtain the necessary financing
to meet its obligations and repay its liabilities arising from
normal business operations when they come due.
Note 2 Summary of Significant Accounting Policies
------------------------------------------
The financial statements of the company have been prepared in
accordance with generally accepted accounting principles in the
United States. Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of
financial statements for a period necessarily involves the use of
estimates, which have been made using careful judgement. Actual
results may vary from these estimates.
The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:
Development Stage Company
-------------------------
The company is a development stage company as defined in Statement
of Financial Accounting Standards No. 7. All losses accumulated
since inception has been considered as part of the company's
development stage activities.
Income Taxes
------------
The company uses the liability method of accounting for income
taxes pursuant to Statement of Financial Accounting Standards, No.
109 "Accounting for Income Taxes".
Loss Per Share
--------------
Loss per share has been calculated upon the weighted average number
of shares outstanding during the period.
Fair Value of Financial Instruments
-----------------------------------
The carrying value of cash, accounts receivable and accounts
payable approximate fair value because of the short maturity of
those instruments.
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998, 1997 and 1996
(Stated in US Dollars) - Page 2
--------------------
<TABLE>
<CAPTION>
Note 2 Common Stock
------------
<S> <C> <C>
a) Authorized:
50,000,000 common shares, no par value
b) Issued: # $
----------- -----------
Issue of initial founders stock upon incorporation
- at $0.01 100 1
----------- -----------
Balance, December 31, 1997 and 1996 100 1
Twenty thousand for one forward split of
outstanding stock 1,999,900 -
Stock issued for cash - at $0.15 200,000 30,000
Stock issued pursuant to an offering
memorandum - at $0.25 104,000 26,000
----------- -----------
Balance, December 31, 1998 and June 30, 1999 2,304,000 56,001
=========== ===========
</TABLE>
c) Commitments:
Offering Memorandum
The company received $26,000 and issued 104,000 shares pursuant to
an offering memorandum dated September 15, 1998. The company also
has allotted 19,000 common shares for future issuance at $0.25 per
common share pursuant to this offering.
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998, 1997 and 1996
(Stated in US Dollars) - Page 3
--------------------
Note 4 Deferred Tax Assets
-------------------
The Financial Accounting Standards Board issued Statement Number
109 in Accounting for Income Taxes ("FAS 109") which is effective
for fiscal years beginning after December 31, 1992. FAS 109
requires the use of the asset and liability method of accounting of
income taxes. Under the assets and liability method of FAS 109,
deferred tax assts and liabilities are recognized for the future
tax consequences attributable to temporary differences between the
financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
The following table summarizes the significant components of the
company's deferred tax assets:
<TABLE>
<CAPTION>
Total
-------------
<S> <C>
Deferred Tax Assets
Non-capital loss carryforwards $ 25,096
=============
Total deferred tax assets $ 12,548
Valuation allowance for deferred tax asset ( 12,548)
-------------
$ -
=============
</TABLE>
The amount taken into income as deferred tax assets must reflect
that portion of the income tax loss carryforwards which is likely
to be realized from future operations. The company has chosen to
provide an allowance of 100% against all available income tax
loss carryforwards, regardless of their time of expiry.
Note 5 Income Taxes
------------
No provision for income taxes has been provided in these
financial statements due to the net loss. At December 31, 1998,
the company has net operating loss carryforwards, which expire
commencing in 2007 totalling approximately $25,096, the benefit
of which has not been recorded in the financial statements.
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
INSTITUTE FOR COUNSELLING INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998, 1997 and 1996
(Stated in US Dollars) - Page 4
--------------------
Note 6 Uncertainty Due to the Year 2000 Issue
--------------------------------------
The Year 2000 Issue arises because many computerized systems use
two digits rather than four to identify a year. Date sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using the year 2000 date is
processed. In addition, similar problems may arise in some systems
which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced
before, on, or after January 1, 2000 and if not addressed, the
impact on operations and financial reporting may range from minor
errors to significant system failure which could affect an entity's
ability to conduct normal business operations. It is not possible
to be certain that all aspects of the Year 2000 Issue affecting the
entity, including those related to the efforts of customers,
suppliers or other third parties, will be fully resolved.
/Footer/
AMISANO HANSON
CHARTERED ACCOUNTANTS
<PAGE>
/Stamp/
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 09 1993
Cheryl A.L., Secretary of State
No. /S/ Cheryl A.L,
- --------------------
132693
ARTICLES OF INCORPORATION
OF
INSTITUTE FOR COUNSELING, INC.
ARTICLE I
----------
SECTION 1.01 CORPORATION NAME. The name of the Corporation is:
-----------------
INSTITUTE FOR COUNSELING, INC.
ARTICLE 2
----------
SECTION 2.01 PRINCIPAL OFFICES.
------------------
The Corporations principal office in the State of Nevada is
located at 5025 S, McCarran Blvd., Suite 3178, in the city
of Reno, County of Washoe, State of Nevada, Zip Code 89502.
SECTION 2.02 ADDITIONAL OFFICES.
-------------------
The corporation may maintain an office, or offices in such
other place within or without the State of Nevada as may be
from time to time designated by the Board of directors, or
by the By-Laws of said Corporation, and that this
Corporation may conduct all Corporation business of every
kind and nature, including the holding of all meetings of
Directors and Stockholders, outside the State of Nevada as
well as within the State of Nevada.
ARTICLE 3
-----------
SECTION 3.01 NATURE OF BUSINESS.
-------------------
The initial nature of the Corporations business is to
provide consulting services to businesses. The Corporation
may engage in any lawful activity for which a corporation
may be arranged under the General Laws of Nevada.
<PAGE>
SECTION 3.02 ADDITIONAL ACTIVITIES.
----------------------
The Corporation may engage in any lawful activity including,
but not limited to, the following:
A. Shall have the power to make contracts.
B. Shall have the power to purchase, hold, and sell or convey
Real Property or Personal Property. The Corporation may
purchase, hold or sell Real Property or Personal Property
in the State of Nevada or in any other State, Territory of
the United States, or any Country.
C. Shall have the power to appoint such officers or agents as
the officers of the corporation shall require, and shall
have the power to pay compensation for the services
provided.
D. Shall have the power to borrow money and contract debts as
necessary for the benefit of the Corporation's business.
E. Shall have the power to lend money as is necessary for the
benefit of the corporation's business.
F. Shall have the power to enter into General or Limited
Partnerships, Joint Ventures or other business associations.
G. Shall have the power to make donations for the benefit of
the public welfare, charitable, scientific or educational
purposes.
ARTICLE 4
----------
SECTION 4.01 CAPITAL STOCK.
--------------
The Corporation is authorized to issue Two Thousand Five
Hundred (2500) shares of stock without par value. The stock
shall be common stock.
SECTION 4.02 USE OF STOCK.
-------------
The Board of Directors may fix the use of the stock from
time to time as they deem necessary for the carrying out of
the Corporation's business.
ARTICLE 5
----------
SECTION 5.01 GOVERNING BOARD.
----------------
The Governing Board of the Corporation shall be known as
Directors. The Board of Directors shall be elected by the
stockholders at the annual meeting, or such other time as
the bylaws may provide, and shall hold office until their
successors are respectively elected and qualified.
SECTION 5.02 NUMBER OF DIRECTORS.
--------------------
The initial Board of Directors shall number one (1)
Director. The number of Directors may from time to time be
increased or decreased in such a manner as shall be provided
by the By-Laws of this Corporation, providing that the
number of Directors conforms to the Statutes of the
Corporation Law of the State of Nevada.
<PAGE>
SECTION 5.03 INITIAL DIRECTORS NAME AND ADDRESS.
-----------------------------------
The name and post office address of the Board of Director
is:
Phillip Herr
5025 S. McCARRAN BLVD., #178
RENO, NV 89502
SECTION 6.01 ASSESSMENT OF STOCKHOLDERS FOR CORPORATE DEBT.
----------------------------------------------
The Capital Stock after issuance and the subscription price
has been paid are not assessable to pay for the debts of the
Corporation. The private property of Shareholders,
Directors, Officers, employees and/or Agents of the Company
shall be forever exempt from all corporate debts of any kind
whatsoever.
ARTICLE 7
---------
INCORPORATORS.
- --------------
The name and post office address of the incorporators signing the articles
of Incorporation are:
Phillip Herr
5025 S. McCARRAN BLVD., #178
RENO, NV 89502
ARTICLE 8
----------
LIST OF CORPORATION EXISTENCE.
- ------------------------------
The Corporation is to have perpetual existence.
ARTICLE 9
---------
RESIDENT AGENT. The resident agent for this Corporation shall be:
- ---------------
AMERICAN CORPORATE REGISTER INC.
5025 S. McCARRAN BLVD., #178
RENO, NV. 89502
<PAGE>
NOTARIZATION
-------------
I hereby sign as the incorporator for the above corporation.
December 30, 1992
/S/ Phillip Kerr
----------------
Incorporator
State of California )
County of San Diego )ss
On December 30, 1992, personally appeared before me, a notary public
in the State of California, personally known to me to be the person whose
name is subscribed to the above instrument who acknowledges that he or she
executed this instrument.
/S/ Louis Peter Martinez, Sr.
-----------------------------
Louis Peter Martinez, Sr.
Notary Public
/Official Sea/
LOUIS PETER MARTINEZ, SR.
NOTARY PUBLIC - CALIFORNIA
PRINCIPAL OFFICE IN
SAN DIEGO, COUNTY
My Com. Exp. June 24, 1995
/Stamp/
Received Jan 29, 1993
Secretary of State
<PAGE>
/Stamp/
FILED
IN THE OFFICES OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 09 1993
CHERYL A.L, SECRETARY OF STATE
No. /S/ Cheryl A.L,
- --------------------
1326-93
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT
BY RESIDING AGENT
In the manner of INSTITUTE FOR COUNSELING, INC.
-------------------------------
I, AMERICAN CORPORATE REGISTER, INC.
----------------------------------
with address at Suite 178, Street 5025 S. McCarran Boulevard,
Town of Reno, County of Washoe,
Zip Code, 89502, State of Nevada
hereby accept the appointment as Resident Agent of the above-entitled
corporation in accordance with NRS 78.090.
Furthermore, that the mailing address of the above-registered office is:
5025 S. Mc Carran Blvd. #178
Zip Code 89502, State of Nevada
In Witness whereof, I have hereunto set my hand this 31 day of December ,
1992.
/S/ Phillip Herr
Phillip Herr, for American Corporate Register, Inc.
---------------------------------------------------
Resident Agent
/Stamp/
RECEIVED
JAN 29 1993
Secretary of State
<PAGE>
BY-LAWS
--------
OF
--
Institute For Counseling, Inc.
-------------------------------
ARTICLE I - OFFICES
-------------------
The principal office of the Corporation in the State of Nevada shall be
located in the City of Reno. The Corporation may have such other offices,
either within or without the State of Nevada as the Board of Directors may
designate or as the business of the Corporation may require from time to
time.
The registered office of the Corporation, may be maintained in the State of
Nevada, but need not be identical with the principal office in the State of
Nevada, and the address of the registered office may be changed from time
to time by the Board of Directors.
ARTICLE II - MEETING OF SHAREHOLDERS
-------------------------------------
Section 1 - Annual Meetings: (Section 7.01*)
- ----------------------------
The annual meeting of the shareholders of the Corporation shall be held on
the 1st day in the month of June, in each year, at the hour of 10 o'clock
a.m., or such other time are such other day within such month as shall be
fixed by the Board of Directors, for the purpose of electing directors, and
for transacting such other business as may properly come before the
meeting.
Failure to hold an annual meeting at the time stated in or fixed in
accordance with these Bylaws does not affect the validity of such corporate
action.
Section 2- Special Meetings: (Section 7.02)
- ----------------------------
Special meetings of the shareholders may be called for any purpose or
purposes, unless otherwise prescribed by statute, at any time by the Board
of Directors or by the President, and shall be called by the President or
the Secretary at the written request of the holders of not less than ten
per cent (10%) of all shares of the Corporation then outstanding entitled
to vote thereat, so long as such written request is signed by all
shareholders mentioned herein, describes the purpose or proposes for which
it is to be held and is delivered to the Corporation.
*Note: Unless otherwise stated in these Bylaws, all references to "Section"
in these Bylaws refers to sections within the Model Business Corporation
Act.
By-Laws-1
<PAGE>
Section 3 - Place of Meetings: (Section 7.01)
- ------------------------------
The Board of Directors may designate any place, either within or without
the State of Nevada as the place of meeting for any annual or for any
special meeting called by the Board Of Directors. 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 in the State of Nevada.
Section 4 - Notice of Meetings: (Section 7.05 & 7.06)
- --------------------------------
(a) Written notice of each meeting of shareholders, whether annual or
special, stating the time, date, hour of the meeting and place where it is
to be held, and in the case of a special meeting, the purpose or purposes
for which the meeting is called, (only business within the propose or
purposes described in the notice of such special meeting may be conducted
at any such shareholder meeting) shall, unless otherwise prescribed by law,
be served either personally or by mail by or at the direction of the
President or Secretary, or the officer or other person or persons calling
the meeting, not less than ten or more than sixty days before the meeting,
upon each shareholder of record entitled to vote at such meeting, and to
any other shareholder to whom the giving of notice may be required by law.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, addressed to the shareholder at his/her address as
it appears on the stock transfer books of the Corporation, with postage
thereon prepaid. If, at any meeting, action is proposed to be taken that
would, if taken, entitle shareholders to receive payment for their shares
pursuant to the Business Corporation Act, the notice of such meeting shall
include a statement of that purpose and to that effect. If mailed, such
notice shall be directed to each such shareholder at his address, as it
appears on the records of the shareholders of the Corporation, unless he
shall have previously filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other address, in
which case, it shall be mailed to the address designated in such request.
(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after mailing of such notice, to any shareholder who
submits a signed waiver of notice either before of after such meeting, or
to any shareholder who attends such meeting, in person or by proxy, and
fails to object to lack of notice or defective notice of the meeting at the
beginning of such meeting.
(c) If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, notice need not be given of the new date,
time, or place if the new date, time, or place is announced at the meeting
before adjournment. If a new record date for the adjoined meeting is or
must be fixed by law, however, notice of the adjourned meeting must be
given under this section of these Bylaws to person who are shareholders as
of the new record date.
Section 5 - Quorum: (Section 7.25)
- -------------------
(a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation", at all
shareholders' meetings, a majority of the shares of the Corporation
entitled to vote thereat and represented at such meeting either in person
or by proxy shall constitute a quorum. If less than a majority of the
outstanding shares entitled to vote are represented at a shareholders'
meeting, a majority of the shares so represented may adjourn the meeting
By-Laws-2
<PAGE>
from time to time without further notice. At such adjourned meeting at
which a quorum shall be present or presented, any business may be
transacted which might have been transacted at the meeting as originally
notice. The shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
Section 6 - Voting: (Section 7.04, 7.21 & 7.22)
- -------------------
(a) Except as otherwise provided by statute or by the Articles of
Incorporation, any corporate action, other than the election of directors
to be taken by vote of the shareholders, shall be authorized by a majority
of votes cast at a meeting of shareholders by the holders of shares
entitled to vote thereon.
(b) Except as otherwise provided by statute or by the Articles of
Incorporation, at each meeting of shareholders, each outstanding share of
the Corporation entitled to vote thereat, shall be entitled to one vote for
each share registered in his name on the books of the Corporation on each
matter voted on at such shareholders' meeting.
(c) Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so in person or by proxy; provided, however, that
the instrument authorizing such proxy to act shall have been executed in
writing by the shareholder himself, or by his duly authorized attorney-in-
fact which is sent to the Secretary or other officer or agent of the
Corporation authorized to tabulate votes. No proxy shall be valid after
the expiration of eleven months from the date of its execution, unless the
persons executing it shall have specified therein the length of time it is
to continue in force. Such instrument shall not be valid until received by
the Secretary, or other officer or agent authorized to tabulate votes at
the meeting and shall be filed with the records of the Corporation. The
death or incapacity of the shareholder appointing a proxy does not affect
the right of the Corporation to accept the proxy's authority unless notice
of the death or incapacity is received by the secretary or other officer or
agent of the Corporation authorized to tabulate votes before the proxy
exercises his or her authority under the appointment.
(d) Any action required or permitted to betaken 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
--------------------------------
Section 1 - Number. Election and Term of Office: (Section 8.03 & 8.06)
- ------------------------------------------------
(a) The number of the directors of the Corporation shall be determined by
shareholders (note: only one director is required by law) unless and until
otherwise determined by vote of a majority of the entire Board of
Directors.
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation,
who need not be shareholders or residents of the State of Nevada, shall be
elected by a majority of the votes cast at a meeting of shareholders, by
the holders of shares entitled to vote in the election.
By-Laws-3
<PAGE>
(c) Each director shall hold office until the next annual meeting of the
shareholders, and until his successor is elected and qualified, or until
his prior death, resignation or removal.
[Note: Under Section 8.06 of the Model Business Corporation Act, the
Corporation may provide in these Bylaws for a staggered board if there are
nine or more directors. Such provision would be inserted in place of the
above subsection c:
Section 2 - Duties and Powers: (Section 8.01)
- ------------------------------
The business and affairs of the Corporation shall be managed by the Board
of Directors.
Section 3 - Annual and Regular Meetings: Notice: (Section 8.20)
- ----------------------------------------
(a) A regular annual meeting of the Board of Directors shall be held
without any other notice than this Bylaw, immediately following and at the
same place as the annual meeting of the shareholders at the place of such
annual meeting of shareholders.
(b) The Board of Directors, from time o time, may provide by resolution
for the time and place, either within or without the State of for the
holding of additional regular meetings without other notice than such
resolution.
(c) The Board of Directors may participate in any meeting of the Board or
conduct such meeting through the use of any means of communication in which
all Directors participating may simultaneously hear each other during the
meeting. Any or all Directors participating by this means are deemed to be
present and in person at such meeting.
Section 4 - Special Meetings: Notice: (Section 8.22 & 8.23)
- -------------------------------------
(a) Special meetings of the Board of Directors may be called by or at the
request of the President or by one of the directors, or by any other
officer or individual so specified by the Board, at such time and place as
may be specified in the respective notices or waivers of notice thereof.
(b) The person or person authorized to call such special meeting may fix
any places, either within or without the State of Nevada as the place for
holding any such special meeting called by them.
(c) Notice of special meetings shall be mailed directly to each director,
addressed to him at his residence or usual place of business, at least two
days before the day on which the meeting is to be held, or shall be sent to
him at such place by telegram, radio or cable, or shall be delivered to him
personally or given to him orally, not later than the day before the day on
which the meeting is to be held. 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 by the telegraph
company. A notice, or waiver of notice, except as required by Section 8 of
this Article III, need not specify the purpose of the meeting.
By-Laws-4
<PAGE>
(d) Any Director may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting
except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.
Section 5 - Chairperson:
- ------------------------
At all meetings of the Board of Directors the Chairperson of the Board, if
any and if present, shall preside. If there shall be no Chairperson, or he
shall be absent, then the President shall preside, and in his absence, a
Chairperson chosen by the Directors shall preside.
Section 6 - Quorum and Adjournments: (Section 8.24)
- ------------------------------------
(a) A majority of the number of Directors shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors, but
if less than such majority is present a meeting, a majority of the
Directors present may adjourn the meeting from time to time without further
notice.
Section 7 - Manner of Acting: (Section 8.21 & 8.24)
- -----------------------------
(a) At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which
he may hold.
(b) If a quorum is present when a vote is taken, the affirmative vote of a
majority of Directors present is the act of the Board of Directors unless
the Articles of Incorporation or these Bylaws require the vote of a greater
number of Directors.
(c) A Director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken is
deemed to have assented to the action taken unless:
(I) he objects at the beginning of the meeting, or promptly upon his
arrival, to holding it or transacting business at the meeting;
(II) his dissent or abstention from the action taken is entered in the
minutes of the meeting; or
III) he delivers written notice of his dissent or abstention to the
presiding officer of the meeting before it adjournment or to the
Corporation immediately after adjournment of the meeting. The
right of dissent or abstention is not available to a Director who
votes in favor of the action taken.
(d) Any action required or permitted to be taken by the Board of Directors
at a meeting may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the Directors
and included in the minutes or filed with the corporate records reflecting
the action taken. Any such action taken without a meeting shall be deemed
effective when the last director signs the consent, unless the consent
specifies a different effective date. and such signed consent has the
affect of a meeting vote and may be described as such in any document.
By-Laws-5
(e) A director of the Corporation who is present at a meeting of the Board
of Directors when a corporate action is taken is deemed to have assented to
the action taken unless:
(i) he or she objects at the beginning of the meeting, or promptly
upon his arrival, to holding it or transacting business at the
meeting;
(ii) his or her dissent or abstention from the action taken is entered
in the minutes of the meeting; or
(iii) he or she delivers written notice of his dissent or abstention to
the presiding officer of the meeting before its adjournment or
immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a Director who votes in
favor of the action taken.
Section 8 - Vacancies: (Section 8.10)
- ----------------------
(a) Unless the Articles of Incorporation of the Corporation or these
Bylaws provide otherwise, if a vacancy occurs on the Board of Directors,
including a vacancy resulting from any increase in the number of Directors:
(i) the shareholders may fill the vacancy;
(ii) the Board of Directors may fill the vacancy; or
(iii) if the Directors remaining in office constitute fewer than a
quorum of the Board, they may fill the vacancy by the affirmative
vote of a majority of all the Directors remaining in office.
(b) If the vacant office was held by a Director elected by a voting group
of shareholders, only the shareholders of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date may be filled
before the vacancy occurs, but the new Director may not take office until
the vacancy occurs.
Section 9 - Resignation: (Section 8.07)
- ------------------------
Any director may resign at any time by delivering written notice to the
Corporation. A resignation is effective when the notice is delivered
unless the notice specifies a later effective date.
Section 10 - Removal of Directors by Shareholders and Directors:
- ----------------------------------------------------------------
(Section 8.08)
(a) Any director may be removed with or without cause at any time by the
shareholders of the Corporation at a special meeting called for the purpose
of removing him and the meeting notice must state that the purpose, or one
of the purposes, of the meeting is removal of the director.
By-Laws-6
(b) Any director elected by a voting group of shareholders may be removed
only by the shareholders of that voting group.
(c) Any director may be removed for cause by action of the Board.
Section 11 - Salary: (Section 8.11)
- --------------------
By resolution of the Board of Directors, each Director may be paid his/her
expenses, if any, of attendance at each meeting of the Board of Directors,
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation thereof.
Section 12 - Contracts: (Section 8.31)
- -----------------------
(a) No contract or other transaction between this Corporation and any
other Corporation shall be voidable by the Corporation solely because of a
director or directors' interest in a transaction if:
(i) the material facts of the transaction and the director or
directors' interest was disclosed or known to the Board of Directors or
a committee of the Board of Directors and the Board or Directors or
committee authorized or approved, or ratified the transaction;
(ii) the material facts of the transaction and the director or
directors' interest were disclosed or known to the shareholders entitled
to vote and they authorized, approved, or ratified the transaction; or
(iii) the transaction was fair to the Corporation.
Such interested Director or Directors may be counted in determining the
presence of a quorum at such meeting. However, such interested director or
directors may not be counted in determining a vote by the Board of
Directors to ratify such contract or transaction in which such director or
directors is/are interested.
Section 13 - Committees: (Section 8.25)
- ------------------------
The Board of Directors may, by resolution, authorize one or more committees
and appoint members of the Board of Directors to serve on such committees
with such powers and authority, to the extent permitted by law, as may be
provided in such resolution. Sections 2, 3, 4, 6, and 7 of these Bylaws,
governing authority of the Board of Directors, meetings, action without
meetings, notice and quorum and voting requirements shall apply to
committees and their members as well.
Section 14 - Contracts:
- -----------------------
The Board of Directors may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
By-Laws-7
<PAGE>
Section 15 - Loans:
- -------------------
No loans shall be contracted on behalf of the Corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
Section 16 - Checks. Drafts. etc.:
- ----------------------------------
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be
signed by such Officer or Officers, agent or agents of the Corporation and
in such maimer as shall from time to time be determined by resolution of
the Board of Directors.
Section 17 - 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 Board of Directors may select.
ARTICLE IV - OFFICERS
Section 1 - Number. Qualifications. Election and Term of Office:
- ----------------------------------------------------------------
(Section 8.40)
(a) The officers of the Corporation shall consist of a President, one or
more Vice-Presidents (the number thereof to be determined by the Board of
Directors), a Secretary, a Treasurer, and such other officers, including a
Chairperson of the Board, as the Board from time to time may deem
necessary, each of which is elected by the Board of Directors. Any Officer
need not be a Director or shareholder of the Corporation. Any two or more
offices may be held by the same person.
(b) The officers of the Corporation shall be elected annually by the Board
of Directors at the first meeting of the Board following each annual
meeting of shareholders. If the election of Officers shall not be held at
such meeting, such election shall be held as soon thereafter a conveniently
may be possible.
By-Laws-8
<PAGE>
(c) Each officer shall hold office until the annual meeting of the Board
of Directors next succeeding his election, and until his/her successor
shall have been duly elected and shall have been qualified, or until
his/her death, resignation or removal.
Section 2 - Resignation: (Section 8.43)
- ------------------------
Any officer may resign at any time by delivering written notice of such
resignation to the Corporation. Such resignation shall become effective
when delivered to the Corporation, unless such resignation specifies a
later effective date. If such resignation is made effective a later date
and the Corporation accepts the future effective date, the Corporations
Board of Directors may fill the pending vacancy before the effective date
if the Board of Directors provides that the successor does not take office
until the effective date.
Section 3 - Removal: (Section 8.43)
- --------------------
The Board of Directors may remove any officer at any time with or without
cause.
Section 4 - Vacancies: (Section 8.43)
- ----------------------
A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or otherwise, may at any time be filled for the unexpired
portion of the term by the Board of Directors.
Section 5 - Duties of Officers: (Section 8.41)
- -------------------------------
Each officer has the authority and shall perform the duties set forth in
these Bylaws, and to the extent consistent with these Bylaws, the duties
prescribed by the Board of Directors or by the direction of an officer or
officers authorized by the Board of Directors to prescribe the duties of
officers.
Section 6 - President:
- ----------------------
The President shall be the Principal Executive Officer of the Corporation
and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the Corporation.
He/she shall, when present, preside at all meetings of the shareholders of
the Corporation and of the Board of Directors. He/She may sign, with the
Secretary or any other proper Officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation and deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed, except incases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to
ByLaws-9
<PAGE>
some other Officer or agent of the Corporation, or shall be required by law
to be otherwise signed or executed, and in general shall perform all duties
incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 7 - Vice-Presidents:
- ----------------------------
In the absence of the Prescient or in the event of his/her death, inability
or refusal to act, the Vice-President or Vice-Presidents, in the order
designated at the time of their election, or in the absence of any
designation, in the order of their election, 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. Any Vice-President may
sign, with the Secretary or an Assistant Secretary, certificates for shares
of the Corporation, and shall perform such other duties as from time to
time may be assigned to him/her by the President or by the Board of
Directors.
Section 8 - Secretary:
- ----------------------
The Secretary shall:
(a) keep the minutes of the proceedings of the shareholders and of the
Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed to all
documents the execution of which on behalf of the Corporation under
its seal is duly authorized;
(d) keep a register of the post office address of each shareholder of the
Corporation which shall be furnished to the Secretary by such
shareholder.
(e) sign with the President, or a Vice-President, certificates for shares
of the Corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors;
(f) have general charge of the stock transfer books of the Corporation;
and
(g) in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him/her by
the President or by the Board of Directors.
Section 9 - Treasurer:
- ----------------------
The Treasurer shall:
(a) have charge and custody of and be responsible for all funds and
securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the
Corporation from any source
By-Laws-10
<PAGE>
whatsoever, and deposit all such moneys in the name of the Corporation
in such banks, trust companies or other depositaries a shall be
authorized by the Board of Directors; and
(c) in general perform all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned by the
President or by the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge
of his/her duties in such sum and with such surety or sureties as the
Board of Directors shall determine.
Section 10 - Assistant Secretaries and Assistant Treasurers:
- ------------------------------------------------------------
The Assistant Secretaries, when authorized by the Board of Directors, may
sign with the Prescient or a Vice-President certificates for shares of the
Corporation the issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers shall
respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and such sureties as the
Board of Directors shall determine. The Assistant Secretaries and
Assistant Treasurers, in general shall perform such duties a shall be
assigned to them by the Secretary or Treasurer, respectively, or by the
President or the Board of Directors.
Section 11 - Salaries:
- ----------------------
The salaries of the Officers shall be fixed from time to time by the Board
of Directors.
Section 12 - Contracts:
- -----------------------
The Board of Directors may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
Section 13 - Loans:
- -------------------
No loans shall be contracted on behalf of the Corporation and no evidence
of indebtedness shall be issued in its name unless authorized by the Board
of Directors.
Section 14 - Checks. Drafts. etc.:
- -----------------------------------
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be
signed by such Officer or Officers, agent or agents of the Corporation and
in such manner as shall from time to time be determined by resolution of
the Board of Directors.
By-Laws-11
<PAGE>
Section 15 - Shares of Other Corporations: (Section 6.11)
- ------------------------------------------
The President, any Vice-President, or such other person as the Board of
Directors may authorize may execute any proxy, consent, or right to vote
possessed by the Corporation in shares of stock owned by the Corporation
subject to the direction of the Board of Directors.
ARTICLE V - SHARES OF STOCK
---------------------------
Section 1 - Certificate of Stock: (Section 6.25 & 6.26)
- ---------------------------------
(a) The Board of Directors may authorized the Corporation to issue some or
all of its shares with or without certificates. The certificates
representing shares of the Corporation shall be in such form as shall be
adopted by the Board of Directors, and shall be numbered and registered in
the order issued. They shall bear the holder's name and the number of
shares, and shall be signed by:
(I) the Chairman of the Board or the President or a Vice President; and
(II) the Secretary or any Assistant Secretary, and may bear the corporate
seal or a facsimile thereof. The signatures of such Officers upon a
certificate may be facsimiles if the certificate is manually signed on
behalf of a transfer agent or a registrar, other than the Corporation
itself or one of is employees and such certificates shall remain valid if
the person who signed such certificate no longer hold office when the
certificate is issued. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that incase of a lost, destroyed or mutilated certificate,
a new one may be issued therefore upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
(b) No certificate, if any, representing shares shall be issued until the
full amount of consideration therefore has been paid, except as otherwise
permitted by law.
(c) The Board of Directors may authorize the issuance of certificates for
fractions of a share, either represented by a certificate or
uncertificated, which shall entitle the holder to exercise voting rights,
receive dividends and participate in any assets of the Corporation in the
event of liquidation, in proportion to the fractional holdings; or it may
authorize the payment in cash of the fair value of fractions of a share as
of the time when those entitled to receive such fractions are determined;
or it may authorize the issuance, subject to such conditions as may be
permitted by law, of scrip in registered or bearer form over the signature
of an officer or agent of the Corporation, exchangeable
By-Laws- 12
<PAGE>
as therein provided for full shares, but such scrip shall not entitle the
holder to any rights of a shareholder, except as therein provided.
(d) The Board of Directors, from time to time, may authorize the issuance
of some or ali of the shares of the Corporation of any or all of its
classes or series without certificates. (Such shares shall be known as
"uncertificated shares"). Such authorization by the Board of Directors does
not affect shares of the Corporation already represented certificates until
they are surrendered to the Corporation. Within a reasonable time after
the issue or transfer of such uncertificated shares, the Corporation shall
send the shareholder a written statement of the information required by law
and these Bylaws on certificates of shares of the Corporation.
Section 2 - Lost or Destroyed Certificates: (Section 6.25)
- -------------------------------------------
The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the owner claiming the certificate
or shares to be lost, stolen or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificate, or
his/her legal representative, to advertise the same in such manner as it
shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.
Section 3 - Transfers of Shares: (Section 6.27)
- --------------------------------
(a) Upon surrender to the Corporation or the transfer agent of the
Corporation a certificate, when such shares are certificated shares, 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
to cancel the old certificate and record the transaction upon its books.
Section 4 - Record Date: (Section 7.07)
- ------------------------
In lieu of closing the share records of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding seventy days, nor less
than ten days, as the record date for the determination of shareholders
entitled to receive notice of, or to vote at, any meeting of shareholders,
or to consent to any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive
By-Laws-13
<PAGE>
payment of any dividends, or allotment of any rights, or for the purpose of
any other action. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if no notice is given, the day on
which the meeting is held, the record date for determining shareholders for
any other purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted. A determination
of shareholders of record entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment thereof, unless the
directors fix a new record date for the adjourned meeting, which it must do
if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. If a court orders a meeting adjourned to a
date more than 120 days after the date fixed for the original meeting, it
may provide that the original record date continues in effect or it may fix
a new record date. The record date for determining shareholders entitled
to demand a special meeting or to act without a meeting is the date the
first shareholder signs the demand.
Section 5 - Shareholders' List: (Section 7.20)
- -------------------------------
The Corporation shall prepare an alphabetical list of the names of all
shareholders who are entitled to notice of a shareholders' meeting,
arranged by voting group, (and within each voting group by class or series
of shares), and show the address of and number of shares held by each
shareholder. Such shareholders' list must be available for inspection by
any shareholder beginning two business days after notice of the meeting is
given for which the list was prepared and continuing through the meeting,
and any adjournment thereof at the Corporation's principal office or a
place identified in the meeting notice in the city where the meeting will
be held. A shareholder, his agent or attorney may, on written demand
submitted to the Corporation inspect and copy such list during regular
business hours and at his expense, during the period it is available for
inspection.
ARTICLE VI - DIVIDENDS (Section 6.40)
-----------------------
Subject to applicable law, dividends may be declared and paid out of any
funds available therefore, as often, in such amounts, and at such time or
times as the Board of Directors may determine so long as the Corporation is
able to pay its debts as they become due in the usual course of business
and the Corporation's total assets exceed its liabilities once such
dividend has been declared and paid.
ARTICLE VII- FISCAL YEAR
-------------------------
The fiscal year of the Corporation shall be fixed, and altered if
necessary, by the Board of Directors from time to time, subject to
applicable law.
By-Laws- 14
<PAGE>
ARTICLE VIII- CORPORATE SEAL (Section 3.02)
-----------------------------
The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.
ARTICLE IX - WAIVER OF NOTICE (Section 7.06 & 8.23)
------------------------------
Whenever any notice is required to be given to any shareholder or Director
of the Corporation under these Bylaws or under the law, 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 X - AMENDMENTS (Section 10.20)
-----------------------
Section 1 - By Shareholders:
- ----------------------------
All Bylaws of the Corporation shall be subject to amend or repeal, and new
by-laws may be made, by a majority vote of the shareholders at the time
entitled to vote in the election of Directors even though these Bylaws may
also be amended or repeated by the Board of Directors.
Section 2 - By Directors:
- -------------------------
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, Bylaws of the Corporation; provided, however,
that the shareholders entitled to vote with respect thereto as in this
Article IX above-provided may alter, amend or repeal Bylaws made by the
Board of Directors, except that the Board of Directors shall have no power
to change the quorum for meetings of shareholders or of the Board of
Directors, or to change any provisions of the Bylaws with respect to the
removal of directors or the filling of vacancies in the Board resulting
from the removal by the shareholders or to amend or repeal a particular
Bylaw which the shareholders stated, when passing such Bylaw, was not
subject to amendment or repeal by the Board of Directors. If any Bylaw
regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice
of the next meeting of shareholders for the election of directors, the
Bylaw so adopted, amended or repealed, together with a concise statement of
the changes made.
ByLaws-15
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001075247
<NAME> INSTITUTE FOR COUNSELING, INC.
<S> <C> <C>
<PERIOD-TYPE> 6-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-END> JUN-30-1999 DEC-31-1998
<CASH> 25,041 53,925
<SECURITIES> 0 0
<RECEIVABLES> 2,530 1,606
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 27,571 55,531
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 27,571 55,531
<CURRENT-LIABILITIES> 16,098 24,626
<BONDS> 0 0
0 0
0 0
<COMMON> 56,001 56,001
<OTHER-SE> (44,528) (25,096)
<TOTAL-LIABILITY-AND-EQUITY> 27,571 55,531
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 19,432 25,095
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (19,432) (25,095)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (19,423) (25,095)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (19,423) (25,095)
<EPS-BASIC> (0.01) (0.01)
<EPS-DILUTED> (0.01) (0.01)
</TABLE>
