UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
MILLENNIA AUTOMATED PRODUCTS, INC.
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(Name of Small Business Issuer in its charter)
Nevada 88-0405735
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification
number)
236 S. Rainbow Bl., Suite 489, Las Vegas, Nevada 89128
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (702) 363-0066
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: n/a
Name of exchange on which each class is to be registered: n/a
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
<PAGE> 1
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Millennia Automated Products, Inc.,(the "Company") was organized as a
Nevada corporation on September 28, 1998. The Company was organized for
the purpose of providing vending services to the Las Vegas and Southern Nevada
area. The Company believes, based on information obtained, that there is
a tremendous potential source of revenue in the Coin-Operated vending
industry.
PRINCIPAL PRODUCTS AND MARKETS
Sales in the vending industry reached nearly $33 billion dollars
in 1997, an increase of 4.7 percent over 1996, and small companies,(one or
more employees), accounting for 27 percent of the vending market. Based on
these figures the Company feels confident that a sufficient market exists
for its services.
According to Vending Times, the largest vending publication in the
industry, the category with the most vendible product type in 1997 was
the refrigerated food category, posting a 12.8 per cent increase in dollar
volume. Also registering a healthy sales gain in 1997 was the vended
confection and snack category. Operators sold $6,048,000,000 worth of
snacks and candy last year, up 10.3 percent from 1996, and these products
generated 18.4 percent of all vending revenues for the year, which is why
the Company feels these areas will present the best possibility for the
Company's success and expansion.
The Company's main focus will be on locating areas of high traffic and
visibility to place machines. Concentrating on the performance of the
machines, coupled with servicing and maintaining the machines, the Company
believes that operations will be successful and expand.
METHODS OF DISTRIBUTION
The Company's business is dependent upon management's ability to
purchase, place and service its quality vending machines. The Company will
rely upon management's abilities and years of experience in the vending
industry. The company will look to acquire vending businesses in the local
and regional area of southern Nevada as means of expansion.
The Company relies upon word-of-mouth and referrals to help establish
its client base. To date the Company has generated a large portion of its
client base from these referrals. When the Company is able to better
identify and focus on more specific markets it will adjust its distribution
methods accordingly.
Most advertising that will be utilized by the Company will come in the
type of machines used, presentation of the quality of products and their
freshness. The Company will use advertising provided freely by clients at
the location the machines will be placed, at no cost to the Company. Some
clients might provide a high visibility showcase spot for the Company's
machines and further expand the name of the Company to the public.
The Company's main media advertising campaign is anticipated to come
from personal contacts, brochures, and direct mail. The Company anticipates
advertising through direct mail after the Company has had time to study the
market and build a market profile.
SUPPLIERS
The Company obtains its bulk candy from a number of sources. Its
principal suppliers are Sam's Club, as well as Price Costco wholesale
Distributors located in Las Vegas, Nevada. The Company has no exclusive
arrangements with any company and therefore, may obtain its products from
any source. Relationships have been established at executive levels within
the Company's suppliers in order to ensure quality products, contain costs,
and receive superior service.
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COMPETITION
The Company anticipates competition from the already well-established
national vending /bottling distributor's such as, the Pepsi-Cola Company,
the Coca Cola Bottling Company of Las Vegas, Frito-Lay Inc., and from
local based operations such as Horizon Vending Corporation, Snac's
Incorporated, Southwest Services, and Weymouth Distributing Company Inc.,
who offer vending machines, bulk candy, service contacts, sales routes and
services similar to those of the Company. In this respect, the Company
plans to focus in three specific areas in which it believes it has an
advantage.
The Company believes it has three competitive advantages:
(A) Service. The Company plans to introduce vending products that will
reflect the year 2000 -- machines in high traffic areas such as office
complexs, schools, apartment complexes, and local retail malls. This
marketing strategy will give the public both quality machines, with fresh
quality products, and the commitment to maintain every client. The Company
will stay flexible by placing machines in all sectors of the market. By
placing the machines in high traffic areas, the Company's goal is to
stay flexible to the client's ideas and recognition of need for certain
products. The ability to offer a one on one consultation with the client
will be to the advantage of the Company. By addressing the needs of each
individual client and working with them on a personal level, the Company
can provide for their specific needs. The Company will provide to the
individual client the opportunity to choose which charitable organization to
which it would like to give a portion of the vending proceeds.
(B) Quality. The Company realizes that the success of any business
is dependent on the quality of its vending products. The Company believes
you get what you pay for. By offering quality products and competitive
prices, management believes it will increase business as well as the
profitability of the Company, and have an advantage over competitors by
rotating products and finding the types of products that work in that
vending area. The quality of products, their freshness and the rotation of
the products will insure the client's happiness and satisfaction.
(C) Efficiency. The Company feels that time and efficiency will be
an important factor to many potential clients. After receiving a contact
for the Company's services, the Client will receive quick placement of the
Company's machines with the freshest products available in the hopes that
it will enhance the relationship with its clients. The area of placement of
machines is a very important element of the success of an individual
location. The Company will advise the client as to the most productive area of
the client's environment for placement. Management's biggest challenge, and
the determining factor of the success of the Company, will be the
productive placement of machines.
According to the 1990 Census, Nevada's population is 1.4 million and
is projected to be close to 2 million by the year 2000. Gaming in Las
Vegas and Southern Nevada is big business. Figures show that gaming was a
$5.5 billion dollar business in 1994 alone. This economic growth is not
limited to the gaming industry. As Southern Nevada continues to grow so
will businesses providing other services in other areas. The Company
believes this growth will allow the Company to provide machines for new
businesses, apartment complexes, and shopping centers which have great
placement potential. Southern Nevada is attracting more and more businesses
who want to set up manufacturing plants, corporate offices and other
non-gaming industries, all of which are potential new customers that the
Company plans to fucus on as one of the many avenues to build its client
base. The Company feels that by focusing on already well-established
companies as well as industries new to the area, that the possibility for
expansion is great.
Because of this incredible growth and the management's familiarity
with the Las Vegas economy, the Company has chosen its initial target
market to be Las Vegas and Southern Nevada. Beyond this, the Company has
no current plans to market its services in other geographic areas at this
time. The Company will seek to increase its sales and services through
increased penetration of its initial existing market.
<PAGE> 3
Management is looking at innovative ways for the Company to introduce
a new avenue to the vending market in the form of new uses for recycled
vending machines. Management is researching the possibility of introducing
previously non-vended products through vending machines. The Company is
researching the idea of compressing T-shirts, mascot animals, etc. into a
soft drink size container and vending it through beverage machines that
have the ability of excepting cash or credit cards. Usage of this concept
could be utilized at schools, colleges, etc. The Company believes that used
can-beverage machines can be refurbished and marketed as new medium in the
market place.
Introduction of such a new concept and style of products would provide
an edge in this highly competitive market of the vending machine industry.
Management believes by providing the Company with a logo that expresses
the future cutting edge of technology, consumers and clients both will
remember the type of vending machines used and the Company's commitment to
quality products. The Company anticipates competition from the already
well-established national vending /bottling distributors such as Pepsi-Cola
Company, the Coca Cola Bottling Company of Las Vegas, Frito-Lay
Inc., and from local based operations such as Horizon Vending Corporation,
Snac's Incorporated, Southwest Services, and Weymouth Distributing Company
Inc., who offer vending machines, bulk candy, service contacts, sales
routes and services similar to those of the Company. In this respect, the
Company plans to focus in three specific areas in which it believes it has
an advantage.
SEASONALITY
Management is not aware of any seasonality in the vending industry.
EMPLOYEES
The Company currently has only two employees, its President, Kent
Evans and its Vice-President, Susan Stankiewicz. Mr. Evans and Ms.
Stankiewicz do not devote their full attention to the affairs of the
Company. As growth of the Company continues, additional employees will be
added when necessary.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
GENERAL
The Company currently operates at 236 S. Rainbow Bl., Suite 489, Las
Vegas, Nevada 89128. The Company's principal business is providing vending
services to the greater Las Vegas area, as well as southern Nevada.
PLAN OF OPERATION
During the next twelve months the Company's plan of operation is
dependent upon management's ability to purchase, place and service the
Company's vending machines. The Company will rely upon management's
abilities and years of experience in the vending industry, both in the bulk
and refrigerated vending sectors.
The Company, in the next twelve months, is looking to implement the
services of J & S Vending & Locating as an additional avenue for placement
of vending machines in high profile areas. J & S Vending & Locating, a
division of The J & S Group of Cedar Hills, TX., offers the following
services which the company feels are beneficial for growth and expansion:
1) The right to reject any location up front for any reason.
2) 45 day on site guarantee - if you lose that location for any
reason within the 45 days, J & S Vending and Locating will
replace that location at no charge.
<PAGE> 4
3) 30 day guarantee - if the machine makes $10.00 or less, then J
& S Vending & Locating will replace that location at no
charge.
These services, along with management's current exposure to a large
portion of the apartment industry in southern Nevada, and due to other
responsibilities of management, contribute to the Company's assessment
that it can expand its business base.
During the next twelve months, the Company's cash requirements will
include its lease payments on the Company's office space in Las Vegas,
Nevada, as well as miscellaneous overhead. Management believes that the
Company's existing cash resources and cash generated from operations will
be sufficient to fund the Company's ongoing operations through the
remainder of 1999 and be sufficient to provide for the foregoing cash
requirements for day to day operations in the next twelve months. There is
no guarantee that the budgeted funds will be sufficient to achieve these
goals.
Management believes that it will not achieve profitability until it is
able to realize approximately $5,000 in gross sales per month. The Company
has no guarantee that it will be able to achieve this goal in the next
twelve months.
The Company may require additional funds and time to achieve these
goals. Even if the Company begins generating revenues, it could require
additional funding for expansion. The Company may find it difficult to
succeed in securing additional financing. The Company may be able to
attract some private investors, or an officer and/or director may be
willing to make additional cash contributions, advancements or loans. Or,
as an alternative, the Company could attempt some form of debt or equity
financing.
YEAR 2000 ISSUES
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Results of computerized operating hardware and software has the
potential to cause serious economic dislocation. Computer Experts have
concerns over "embedded" devices, imbedded controllers, and any other
digital device failing due to the onset of the new millennium. The year
2000 poses a threat to these devices because of a manufacturing oversight
that did not take into consideration that on January 1, 2000 all computer
components, made prior to 1995, do not have the capacity to acknowledge the
new millennium. Consequently, all computer components will "shut down" due
to lack of operating procedure. The ability of vending industry and the
Company to make preparations for these potential difficulties in the next
year of operations is imperative. The Company will attempt to identify
technical challenges as soon as possible.
The Company has conducted a comprehensive review of its computer,
telephone systems to identify the systems that could be affected by the
Year 2000 issue and is developing an implementation plan to resolve the
issue.
The issue pertains to whether or not computer systems will properly
recognize date-sensitive information when the year changes to 2000. Systems
that do not properly recognize such information could generate erroneous
data or cause a system to fail. The company is heavily dependent on
computer processing in the conduct of its business activities.
The Company has identified three areas which could be affected by the
Year 2000 issue: computer systems, shipping services and telephone systems.
A. Computer Systems
The Company uses a variety of computer software packages to
operate the business, the majority of which are small "canned" programs
which are used in day-to-day operations. The Company has reviewed the
software it uses (i.e., Microsoft Office with the upgrade to Microsoft
Office 2000 and related programs) and has been assured by Microsoft
Corporation that its products that it uses are new enough to not be
affected by any Year 2000 issues.
<PAGE> 5
B. Shipping Services
The Company currently uses the United Parcel Service for parts
for the vending equipment. The Company was assured by a spokesperson for
United Parcel Service that there will be no interruption by the Year 2000
and will not be affected adversely by any Year 2000 concerns.
C. Telephone Systems
The Company uses the only local carrier in Las Vegas, Sprint,
for its telephone system. Sprint uses a Nortel DMS 100 system which will
accommodate Y2K issues.
The Company will experience no additional costs to upgrade or
modify the phone systems to accommodate any Year 2000 issues.
Based on the review of the computer systems, management does not
believe the cost of remediation will be material to the Company's financial
position and result of operations.
ITEM 3. DESCRIPTION OF PROPERTY
The Company maintains a monthly rental with an organization from which
it rents an address/postal box and telephone answering service. The annual
rental on this space is approximately $180 and includes the use of a small
desk area. The Company has not signed a lease on this space but has prepaid
the rental through May of 1999. Management plans in the start up stage of
the business to utilizes a portion of its Vice-President's residence (5800
W. Charleston Ave., #1035, Las Vegas, NV 89102) for storing of bulk candy
inventory.
4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 12,
1999, with respect to the beneficial ownership of the common stock by each
officer and director of the Company, each person (or group of persons whose
shares are required to be aggregated) known to the Company to be the
beneficial owner of more than five percent (5%) of the common stock, and all
such directors and executive officers of the Company as a group. Unless
otherwise noted, the persons named below have sole voting and investment power
with respect to the shares shown as beneficially owned by them.
Title of Name and Address Amount & Nature Percent of
Class of Beneficial Owner of Beneficial Owner Class
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Common Kent A. Evans<F1> 100,000<F2> 49.85%
236 S. Rainbow Blvd.
Suite 489
Las Vegas, NV 89128
Common Susan Stankiewicz<F1> 2,000<F3> 0.01%
236 S. Rainbow Blvd.
Suite 489
Las Vegas, NV 89128
Common John F. Freeland 12,000 5.98%
5505 E. Carson Street
Suite 341
Lakewood, CA 90713
Common All Officers and Directors 102,000<F2> 49.86%
as a Group (2 Persons)
<F1> An Officer and Director of the Company.
<PAGE> 6
<F2> These shares are restricted.
<F3> These shares are control stock for which the resale is limited under
Rule 144(e) to 1% of the shares outstanding every 90 days.
CHANGES IN CONTROL
The Company has no arrangements which might result in a change in
control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the directors and executive officers of the
Company, their ages, and all positions with the Company.
Name Age Position
___________________________________________________________________________
Kent A. Evans 40 President, Secretary, Treasurer
236 S. Rainbow Blvd. and a director of the Company
Suite 489
Las Vegas, NV 89128
Susan Stankiewicz 42 Vice-President and director
236 S. Rainbow Blvd. the Company
Suite 489
Las Vegas, NV 89128
Mr. Kent A. Evans has served as President, Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer and Director of the Company since
September 28, 1998. Mr. Evans graduated from Kodiak High School in Kodiak,
Alaska in 1977. From 1990 to 1993 and from 1985 to 1998, Mr. Evans owned/
operated Amik Island Fisheries, based on Kodiak, Alaska. Mr. Evans holds
a Commercial Limited Entry Salmon Permit. Mr. Evans developed a
refrigerated systems for Salmon harvest. In 1997 to 1998, Mr. Evans was
employed by Alaska Commercial Company in Kodiak, Alaska were Mr. Evans was
head of the Maintenance Department.
Ms. Susan Stankiewicz has served as the Vice-President and Director of
the Company since September 28, 1998. From 1974 to 1975, Ms. Stankiewicz
attended Brigham Young University studying General Business. From 1993 to
1998, Ms. Stankiewicz was owner/operator of Sweet Stuff Vending, based in
Dallas, TX. From 1997 to 1998, Ms. Stankiewicz was employed as Office
Manager of Apple Orthodontix in Dallas, TX. Ms. Stankiewicz managed three
different locals of Apple Orthodontix in the Dallas/Ft. Worth Area.
FAMILY RELATIONSHIPS
There are no family relationships among the Company's directors and/or
executive officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of management's knowledge, during the past five years, no
present or former director or 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 she 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);
<PAGE> 7
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining her from or otherwise
limiting her 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 Commission or the Commodity Futures
Trading Commission to have violated any federal or state securities law.
ITEM 6. EXECUTIVE COMPENSATION
The following table sets forth the compensation received by the Company's
President since inception in September of 1998. There are no other officers
of the Company who have been paid any compensation.
SUMMARY COMPENSATION
Name and Principal All other
Position Year Compensation
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Kent A. Evans 1998 -0-
President
<F1> The Company intends to compensate Mr. Evans $1,000 per month at
such time as the Company actually commences conducting substantive
business. No additional compensation in any other form has been
paid nor is there currently any plan or arrangement for future
compensation.
OPTIONS/SAR GRANTS
There were no stock options or stock appreciation rights granted to any
executive officer since its inception through the present date.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END OPTION/SAR VALUE TABLE
Not applicable.
LONG TERM INCENTIVE PLANS
There are no long term incentive plans in effect and therefore no
awards have been given to any executive officer in the past year.
COMPENSATION OF DIRECTORS
The Company pays no fees to members of the Company's Board of
Directors for the performance of their duties as directors. The Company
has not established committees of the Board of Directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
The Company has no employment contracts in effect with any of the
members of its Board of Directors or its executive officers nor are there
any agreements or understandings with such persons regarding termination of
employment or change-in control arrangements.
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.
<PAGE> 8
The Company has no promoters other than its President, Kent A. Evans
and its Vice-President, Susan Stankiewicz. There have been no transactions
which have benefitted or will benefit Mr. Evans or Ms. Stankiewicz either
directly or indirectly.
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 officers, directors, or
beneficial owners of 5% or more 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
MARKET INFORMATION
The Company has no public trading market for its common stock.
Although the Company intends to seek a quotation for its common shares on
the Over-the-Counter Bulletin Board in the future, there is no assurance
the Company will do so, nor is there any assurance that should the Company
succeed in obtaining a listing for its securities on the OTC Bulletin Board
or on some other exchange, that a trading market for the Company's stock
will develop. There are no outstanding options, warrants to purchase, or
securities convertible into common equity of the Company outstanding. The
Company has not agreed to register any shares of its common stock for any
shareholder.
STOCKHOLDERS
The Company's transfer agent, Pacific Stock Transfer Company, confirms
that, as of February 12, 1999, there are 35 shareholders of record for the
Company.
DIVIDENDS
To date, the Company has not paid any dividends on its common stock.
The payment of dividends, if any, in the future rests within the discretion of
the Board of Directors and will depend upon the Company's earnings, its
capital requirements and financial condition, and other relevant factors.
The Board does not intend to declare any dividends in the foreseeable
future, but instead intends to retain all earnings, if any, for use in the
Company's business operations. Under Nevada Corporate Law, dividends may be
paid out of surplus or, in case there is no surplus, out of net profits for
the fiscal year in which the dividend is declared and/or the proceeding
fiscal year.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On October 1, 1998, in connection with its organization, at the
Company's organizational meeting, the Company issued 100,000 unregistered
common shares to its founder, Kent A. Evans. Such shares were issued for a
$5,000 capital contribution from Mr. Evans. The shares were sold at
.05 per share pursuant to the exemption provided for under Section 4(2) of
the Securities Act of 1933, as amended, to one individual, as a
"transaction not involving a public offering." Mr. Evans is the Company's
President/Secretary/Treasurer, Chief Executive Officer, Chief Financial
Officer and a Director of the Company.
The Company undertook a public offering which commenced November 20,
1998 and terminated on December 16, 1998, the Company sold an aggregate of
100,600. With the exception of 2,000 shares sold to the Company's officer and
director, Susan Stankiewicz, these shares were issued to non-affiliates and
<PAGE> 9
is therefore free trading. The Company has a total of 34 investors at a sales
prices of $.50 per share pursuant to an exemption from registration provided
by Regulation D, Rule 504. All of the 100,600 shares were issued in reliance
on the federal exemption from registration under Rule 504 of Regulation D and
for which a Form D was filed with the U.S. Securities Exchange Commission (the
"SEC") on December 17, 1998. These securities were sold for cash. There
were no underwriting discounts or commissions involved in the sale of these
securities.
ITEM 11. DESCRIPTION OF SECURITIES
The Company is presently authorized to issue 25,000,000 shares of
common stock, $.001 par value per share. The Company presently has 200,600
shares of common stock outstanding which (i) have equal ratable rights to
dividends from funds legally available therefore, when, as and if declared
by the Board of Directors of the Company; (ii) are entitled to share
ratably in all of the assets of the Company available for distribution or
winding up of the affairs of the Company; (iii) do not have preemptive
subscription or conversion rights and there are no redemption or sinking
fund applicable thereto; and (iv) are entitled to one non-cumulative vote
per share, on all matters which Shareholders may vote on at all meetings of
Shareholders.
NON-CUMULATIVE VOTING
The holders of Shares of common stock of the Company do not have
cumulative voting rights which means that the holders of more than fifty
percent (50%) of such outstanding Shares, voting for the election of
directors, can elect all of the directors to be elected, if they so choose,
and, in such event, the holders of the remaining Shares will not be able to
elect any of the Company's directors.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
A. Indemnification provided by statute:
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Sections 78.037, 78.295, 78.300, 78.7502, 78.751 and 78.752 of the
Nevada Revised Statutes offer limitation of liability protection for
officers and directors and/or indemnification protection of officers,
directors, employees and agents of the Company, and provide as follows:
NRS 78.037 Articles of incorporation: Optional provisions. The articles of
incorporation may also contain:
1. A provision eliminating or limiting the personal liability of a
director or officer to the corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but such a provision
must not eliminate or limit the liability of a director or officer for:
(a) Acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law; or
(b) The payment of distributions in violation of NRS
78.300.
2. Any provision, not contrary to the laws of this state, for the
management of the business and for the conduct of the affairs of the
corporation, and any provision creating, defining, limiting or regulating
the powers of the corporation or the rights, powers or duties of the
directors, and the stockholders, or any class of the stockholders, or the
holders of bonds or other obligations of the corporation, or governing the
distribution or division of the profits of the corporation.
NRS 78.295. Liability of directors for declaration of distributions. A director
is fully protected in relying in good faith upon the books of account of the
corporation or statements prepared by any of its officials as to the value and
amount of the assets, liabilities or net profits of the corporation, or any
other facts pertinent to the existence and amount of money from which
distributions may properly be declared.
<PAGE> 10
NRS 78.300 Liability of directors for unlawful distributions.
1. The directors of a corporation shall not make distributions to
stockholders except as provided by this chapter.
2. In case of any willful or grossly negligent violation of the
provisions of this section, the directors under whose administration the
violation occurred, except those who caused their dissent to be entered
upon the minutes of the meeting of the directors at the time, or who not
then being present caused their dissent to be entered on learning of such
action, are jointly and severally liable, at any time within 3 years after
each violation, to the corporation, and, in the event of its dissolution
or insolvency, to its creditors at the time of the violation, or any of
them, to the lesser of the full amount of the distribution made or of
any loss sustained by the corporation by reason of the distribution
to stockholders.
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors,
employees and agents: General provisions.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys fees actually
and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests
of the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys fees, actually and
reasonably incurred by him in connection with the defense.
NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses.
1. Any discretionary indemnification under NRS 78.7502 unless ordered
by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances. The determination must be made:
<PAGE> 11
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding;
(c) If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not
parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
2. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must
be paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be entitled
under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless ordered
by a court pursuant to NRS 78.7502 or for the advancement of expenses
made pursuant to subsection 2, may not be made to or on behalf of
any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
NRS 78.752. Insurance and other financial arrangements against liability of
directors, officers, employees and agents.
1. A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against him and liability and expenses incurred
by him in his capacity as a director, officer, employee or agent, or
arising out of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses.
2. The other financial arrangements made by the corporation pursuant
to subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.
(d) The establishment of a letter of credit, guaranty or
surety.
No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud or a knowing violation of law, except with respect to
the advancement of expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any
other person approved by the board of directors, even if all or part of
the other person s stock or other securities is owned by the corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section and the choice of
the person to provide the insurance or other financial arrangement is
conclusive; and
<PAGE> 12
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to
personal liability for his action, even if a director approving
the insurance or other financial arrangement is a beneficiary of
the insurance or other financial arrangement.
5. A corporation or its subsidiary which provides self-insurance for
itself or for another affiliated corporation pursuant to this section is
not subject to the provisions of Title 57 of NRS.
B. Indemnification provided by the Articles of Incorporation
- --------------------------------------------------------------
The TWELFTH article of the Company's Articles of Incorporation limits the
liability exposure of officers and directors of the Company for damages. It
provides as follows: No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders for damages
for breach of fiduciary duty as a director or officer involving any act or
omission of any such director of officer; provided however, that the foregoing
provision shall not eliminate or limit the liability or a director or officer
(i) for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of
this Article by the stockholders of the Corporation shall be prospective only
and shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts of omissions prior to such
repeal or modification.
C. Indemnification provided by the By-Laws of the Company
- -----------------------------------------------------------
Article VI, INDEMNIFICATION, of the Company's By-Laws provides for
the following indemnification protections: Except as hereinafter stated
otherwise, the Corporation shall indemnify all of its officers and directors,
past, present and future, against any and all expenses incurred by them, and
each of them including but not limited to legal fees, judgments and penalties
which may be incurred, rendered or levied in any legal action brought against
any or all of them for or on account of any act or omission alleged to have
been committed while acting within the scope of their duties as officers or
directors of this Corporation.
As of the date hereof, the Company has no contracts in effect
providing any indemnitee with any specific rights of indemnification although
the Company's bylaws authorize its Board of Directors to enter into and
deliver such contracts to provide an indemnitee with specific rights of
indemnification in addition to the rights provided in the Articles and Bylaws
to the fullest extent provided under Nevada law. The Company has no special
insurance against liability although the Company's bylaws provide that the
Company may, unless prohibited by Nevada law, maintain such insurance.
ITEM 13. FINANCIAL STATEMENTS
<PAGE> 13
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE> 14
TABLE OF CONTENTS
Page
Number
ACCOUNTANT REPORT 1
FINANCIAL STATEMENT:
Balance Sheet 2
Statement of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to the Financial Statements 6
<PAGE> 15
DAVID E COFFEY 3651 Lindell Rd. - Suite H Las Vegas, NV 89103
CERTIFIED PUBLIC ACCOUNTANT (702) 871-3979
To the Board of Directors and Stockholders
of Millennia Automated Products, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Millennia Automated
Products, Inc. (a development stage company) as of December 31, 1998 and
the related statements of operations, cash flows and changes in
stockholders' equity for the period from September 28, 1998 (date of
inception) to December 31, 1998. These financial statements are the
responsibility of Millennia Automated Products, Inc. 's management. My
responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit of the
financial statements provide a reasonable basis for my opinion'.
In my opinion, the accompanying financial statements present fairly,
in all material respects, the financial position of Millennia Automated
Products, Inc. as of December 31, 1998 and the results of operations, cash
flows and changes in stockholders' equity for the period then ended in
conformity with generally accepted accounting principles.
/S/DAVID COFFEY C.P.A.
David Coffey C.P.A.
January 7, 1999
<PAGE> 16
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash $ 48,702
organizational costs less accumulated
amortization $9 176
------
Total Assets 48,878
======
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable - trade $ 1,100
-----
Liabilities 1,100
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.001 par value, issued and outstanding
200,600 shares 201
Additional paid-in capital 48,084
Deficit accumulated during
the development stage (507)
------
Total Stockholders' Equity 47,778
Total Liabilities and Stockholders' Equity $ 48,878
======
The accompanying notes are an integral part of
these financial statements.
-2-
<PAGE> 17
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR PERIOD ENDED FROM September 28, 1998
To December 31, 1998
Sales $ 0
---
Expenses
Amortization 9
Licenses and fees 85
Office expenses 68
Rent 195
Utilities 150
---
Total expenses 507
Net loss (507)
Retained earnings,
beginning of period 0
---
Deficit accumulated during
the development stage $ (507)
===
The accompanying notes are an integral part of
these financial statements.
-3-
<PAGE> 18
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD From September 28, 1998 (Date of Inception)
To December 31, 1998
Additional
Common Stock Paid-in
Shares Amount Capital
Total
------- ------ ------- -----
Balance,
September 28, 1998 --- $ --- $ --- $ ---
Issuance of common
stock for cash 200,600 201 55,099 55,300
Less offering costs --- --- (7,015) (7,015)
Less net loss --- --- --- (507)
------- --- ----- ------
Balance,
December 31, 1998 200,600 $ 201 $ 48,084 $47,778
======= === ====== ======
The accompanying notes are an integral part of
these financial statements.
-4-
<PAGE> 19
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
From September 28, 1998
To December 31, 1998
CASH FLOWS USED BY OPERATING ACTIVITIES
Net loss $ (507)
Noncash items included in net loss
Amortization 9
Increase in accounts payable 1,100
-----
NET CASH PROVIDED BY
OPERATING ACTIVITIES 602
CASH FLOWS USED BY INVESTING ACTIVITIES
Organizational costs 185
---
NET CASH USED BY
INVESTING ACTIVITIES 185
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 201
Additional paid-in capital 55,099
Less offering costs (7,015)
------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 48,285
NET INCREASE IN CASH 48,702
CASH AT BEGINNING OF PERIOD ---
------
CASH AT END OF PERIOD $ 48,702
======
The accompanying notes are an integral part of
these financial statements.
-5-
<PAGE> 20
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on September 28, 1998 under the laws
of the state of Nevada. The business purpose of the Company is to
provide vending services to Las Vegas and the Southern Nevada area.
The Company will adopt accounting policies and procedures based upon
the nature of future transactions.
NOTE B ORGANIZATION COSTS
Organization costs are capitalized and amortized over 60 months.
NOTE C OFFERING COSTS
The offering costs were incurred by the Company in connection with
a public stock offering were deducted from the net proceeds of
that offering.
NOTE D PUBLIC STOCK OFFERING
The Company sold 100,600 shares of its common stock $50,300 or at $.50
per share. The Company had previously sold 100,000 shares of its
common stock in a private placement for $5,000. The net proceeds of
the offerings will be used to provide vending services to the Las
Vegas and Southern Nevada area.
-6-
<PAGE> 21
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has used the same independent accountant since its inception
in September of 1998 and has not had any disagreements with said independent
accountant.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Company's financial statements for the period from inception to
December 31, 1998 are included herein under Item 13 of this Registration
Statement.
(b) The following exhibits are furnished as required by Item 601 of Regulation
S-B.
Exhibit No. Description
3.0 Certificate of Incorporation of Millennia Automated Products,
Inc. consisting of Articles of Incorporation filed with the
Secretary of State of the State of Nevada on September 28, 1998,
filed with SEC in this Registration Statement.
3.1 By-Laws of Millennia Automated Products, Inc., dated October
1, 1998, are attached hereto, filed with SEC in this
Registration Statement.
4.0 Common Stock certificate, filed with SEC in this Registration
Statement.
27.0 Financial Data Schedule for the period ending 12/31/98, filed
with the SEC in this Registration Statement.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
Millennia Automated Products, Inc.
(Registrant)
Date: April 12, 1999 By:/s/ KENT A. EVANS
Kent A. Evans
President, Secretary/Treasurer
Chief Executive Officer, Chief
Financial Officer, Chairman of
the Board of Directors
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that MILLENNIA AUTOMATED PRODUCTS, INC. did on SEPTEMBER
28,1998, file in this office the original Articles of Incorporation; that said
Articles are now on file and of record in the office of the Secretary of State
of the State of Nevada, and further, that said Articles contain all the
provisions required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in. Las-Vegas, Nevada, on SEPTEMBER 28, 1998.
Secretary of State
/S/ Dean Heller
By
/S/ Delaina Mazullo
Certification Clerk
<PAGE>
[Filed stamped as follows: "Filed in the office of the Secretary of State of
the State of Nevada, September 28, 1998"]
ARTICLES OF INCORPORATION
OF
MILLENNIA AUTOMATED PRODUCTS , INC.
FIRST. The name of the corporation is:
MILLENNIA AUTOMATED PRODUCTS, INC.
SECOND. Its registered office in the State of Nevada is located at 5015
W. Sahara Ave., #184, Las Vegas, Nevada 89102, that this 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.
THIRD, The objects for which this Corporation is formed are: To engage
in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be
conferred upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers,
when not inconsistent with the purposes and objects for which this corporation
is organized.
(C) Shall have power to have succession by its corporate name for
the period limited in its certificate or articles of incorporation, and when
no period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have the power to effect litigation in its own behalf and
interest in any court of law.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal
estate and mortgage or lease any such, real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory or country.
-1-
<PAGE>
(G) Shall have power to appoint such officers and agents as the
affairs of the corporation shall require, and to allow them suitable
compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the
transfer of its stock, the
transaction of its business, and the calling and holding of meetings of its
stockholders.
(I) Shall have power to dissolve itself.
(J) Shall have power to adopt and use a common seal or stamp, and
alter the same. The use of a seal or stamp by the corporation on any corporate
documents is not necessary. The corporation may use a seal or stamp, if it
desires, but such use or nonuse shall not in any way affect the legality or
the document.
(K) Shall have power to borrow money and contract debts when
necessary for the transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, of for any other lawful purpose of
its incorporation; to issue bonds, promissory notes, bills or exchange,
debentures, and other obligations and evidences of indebtedness, payable at a
specified time or times, or payable upon the happening of a specified event or
events, whether secured by mortgage, pledge or otherwise, or unsecured, for
money borrowed, or in payment for property purchased, or acquired, or for any
other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created
by, any other corporation or corporations of the State of Nevada, or any other
state or government, and, while owners of such stock, bonds, securities or
evidences of indebtedness, to exercise all the rights, powers and privileges
of ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of
its own capital stock and use therefor its capital, capital surplus, surplus,
or other property or fund.
(N) Shall have power to conduct business, have one or more offices,
and hold, purchase mortgage and convey real and personal property in the State
of Nevada, and in any of the several states, territories, possessions and
dependencies of the United
-2-
<PAGE>
States, the District of Columbia, and foreign countries.
(0) Shall have power to do all and everything necessary and proper
for the accomplishment of the objects enumerated in its certificate or
incidental to the protection and benefit of the corporation, and, in general
to carry on any lawful business necessary or incidental to the attainment of
the objects of the corporation, whether or not such business is similar in
nature to the objects set forth in the certificate or articles of
incorporation of the corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited,
or joint ventures in connection with any lawful activities.
FOURTH. The aggregate number of shares the corporation shall have
authority to issue shall be TWENTY FIVE MILLION (25,000,000) shares of common
stock, par value one mil ($.001) per share, each share of common stock having
equal rights and preferences, voting privileges and preferences.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and post office address of the first Board of Directors
shall be one (1) in number and listed as follows:
NAME ADDRESS
Kent A. Evans 8455 W. SAHARA AVE., #108
LAS VEGAS, Nevada 89117
SIXTH. The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
-3-
<PAGE>
NAME ADDRESS
Progressive Management & Consulting, Inc. 5015 W. Sahara Ave., # 184
Dennis D. Evans Las Vegas, Nevada 89102
EIGHTH. The resident agent for this corporation shall be:
PROGRESSIVE MANAGEMENT & CONSULTING, INC.
The address of said agent, and the registered or statutory address of this
corporation in the State of Nevada shall be:
5015 W. Sahara Ave., # 184
Las Vegas, Nevada 89102
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter of amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one
(1) or more committees, each committee to consist of one or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
or in the By-Laws of the Corporation, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation. Such committee, or committees shall have such name, or names as
may be stated in the By-Laws of the Corporation, or as may be determined from,
time to time by resolution adopted by the Board of Directors.
-4-
<PAGE>
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting
power given at a Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of the
voting stock issued and outstanding, the Board of Directors shall have power
and authority at any meeting to sell, lease or exchange all of the property
and assets of the Corporation, including its good will and its corporate upon
such terms and conditions as its Board of Directors deems expedient and for
the best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or
other securities convertible into stock may be issued or disposed of by the
Board of Directors to such persons and on such terms as in its discretion it
shall deem advisable.
TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director of officer; provided however, that the foregoing provision shall
not eliminate or limit the liability or a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation
of law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts of omissions prior to such repeal or
modification.
THIRTEENTH, This Corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
-5-
<PAGE>
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant to the General Corporation Law of
the State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set my hand this 28th day of September, 1998.
/s/Dennis D. Evans
Dennis D. Evans
STATE OF NEVADA)
COUNTY OF CLARK)
On this 28th the day of September, 1998, in Las Vegas, Nevada before me,
the undersigned, a Notary Public in and for State of Nevada personally
appeared Dennis D. Evans, Known to me to be the person whose name is
subscribed to the foregoing document and acknowledged to me that he executed
the same.
/S/ JOHNSIE J. GALLANT
Notary Public
-6-
<PAGE>
[Filed stamped as follows: "Filed in the office of the Secretary of State of
the State of Nevada, September 28, 1998"]
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF MILLENNIA AUTOMATED PRODUCTS, INC.
I, Progressive Management & Consulting, Inc., do hereby certify that on
the 28th day of September, 1998, I accepted the appointment as Resident Agent
of the above-entitled corporation in accordance with Sec. 78.090, NRS 1957.
Furthermore, That the Principal office in this state is located at 5015
W. Sahara Ave., # 184, City of Las Vegas 89102, County of Clark, State of
Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of
September, 1998.
PROGRESSIVE MANAGEMENT & CONSULTING, INC.
By: /s/Progressive Management & Consulting, Inc.
Progressive Management & consulting, Inc.
Resident Agent
BY LAWS
OF
MILLENNIA AUTOMATED PRODUCTS
ARTICLE I OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation
shall be located in the City of Las Vegas, Nevada, Clark County.
SECTION 2. OTHER OFFICES. In addition to the principal office at 236 S.
Rainbow Blvd. #489, Las Vegas, Nevada 89128 other offices may also be
maintained at such other place or places, either within or without the State
of Nevada, as may be designed from time to time by the Board of Directors,
where meetings of the stockholders and of the Directors may be held with the
same effect as though done or held at said principal office.,
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders,
commencing with the year 1998, shall be held at the registered office of the
corporation, or at such other place as may be specified or fixed in the notice
of such meetings in the month of or the month preceding the due date of the
annual list of the officers and directors of the corporation at such time as
the shareholders shall decide, for the election of directors and for the
transaction of such other business as may properly come before said meeting.
SECTION 2. NOTICE OF ANNUAL MEETINGS. The Secretary shall mail, in the
manner provided in Section 5 of Article II of these Bylaws, or deliver a
written or printed notice of each annual meeting to each stockholder or
record, entitled to vote thereat, or may notify by telegram, as least ten and
not more than sixty (60) days before the date of such meeting.
SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate any
place either within or without the State of Nevada as the place of meeting for
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all stockholders may designate any place either
within or without the
-1-
<PAGE>
State of Nevada, as the place for the holding of such meeting. If no
designation is made, or it a special meeting be otherwise called, the place of
meeting shall be the principal office of Corporation in the State of Nevada,
except as otherwise provided in Section 6, Article 11 of these Bylaws,
entitled "Meeting of All Stockholders".
SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders shall
be held at the principal office of the Corporation or at such other place as
shall be specified or fixed in a notice thereof. Such meetings of the
stockholders may be called at any time by the President or Secretary, or by a
majority of the Board of Directors then in office, and shall be called by the
President with or without Board approval on the written request of the holders
of record of at least fifty percent (50%) of the number of shares of the
Corporation then outstanding and entitled to vote, which written request shall
state the object of such meeting.
SECTION 5. NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the President
or the Secretary to each stockholder or record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the records of the Corporation, with postage prepaid. Any
stockholder may at any time, by duly signed statement in writing to that
effect, waive any statutory or other notice of any meeting, whether such
statement be signed before or after such meeting.
SECTION 6. MEETING OF ALL STOCKHOLDERS. If all the stockholders shall
meet at any time and place, either within or without the State of Nevada, and
consent to the holding of the meeting at such time and place, such meeting
shall be valid without call or notice and at such meeting any corporate action
may be taken.
SECTION 7. QUORUM. At all stockholder's meetings, the presence in person
or by proxy of the holders of a majority of the outstanding stock entitled to
vote shall be necessary to constitute a quorum for the transaction of
business, but a
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lesser number may adjourn to some future time not less than seven (7) no more
than twenty-one (21) days later, and the Secretary shall thereupon give at
least three (3) days' notice by mail to each stockholder entitled to vote who
is absent from such meeting.
SECTION 8. MODE OF VOTING. At all meetings of the stockholders the voting
may be voice vote, but any qualified voter may demand a stock vote whereupon
such stock vote shall be taken by ballot, each of which shall state the name
of the stockholder voting and the number of shares voted by him and, if such
ballot be cast by proxy, it shall also state the name of such proxy; provided,
however, that the mode of voting prescribed by statute for any particular case
shall be in such case followed.
SECTION 9. PROXIES. At any meeting of the stockholders, any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument
in writing. In the event any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of
the persons so designated unless the instrument shall otherwise provide. No
such proxy shall be valid after the expiration of six months from the date of
its execution, unless coupled with an interest, or unless the person executing
it specified therein the length of time for which it is to continue in force,
which in no case shall exceed seven years from the date of its execution.
Subject to the above, any proxy duly executed is not revoked and continues in
full force and effect until any instrument revoking it or a duly executed
proxy bearing a later date is filed with the secretary of the Corporation. At
no time shall any proxy be valid which shall be filed less than ten (10) hours
before the commencement of the meeting.
SECTION 10. VOTING LISTS. The officer or agent in charge of the transfer
books for shares of the corporation shall make, at least three days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order with the number of shares
held by each, which list for a period of two days prior to such meeting shall
be kept on file at the registered office of the corporation and shall be
subject to inspection by any stockholder at any time during the whole time of
the meeting. The original share ledger or transfer book,
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or duplicate thereof, kept in this state, shall be prima facie evidence as to
who are the stockholder entitled to examine such list or share ledger or
transfer book or to vote at any meeting of stockholders.
SECTION 11. CLOSING TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining stockholders entitled to notice or to vote for any
meeting of stockholders, the Board of Directors of the Corporation may provide
that the stock transfer books be closed for a stated period but not to exceed
in any case sixty (60) days before such determination. If the stock transfer
books be closed for the purpose of determining stockholders entitled to notice
of a meeting of stockholders, such books shall be closed for at least fifteen
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date in any case to be not
more than sixty (60) days, not less than ten (10) days prior to the date on
which the particular action, requiring such determination of stockholders, is
to be taken. If the stock transfer books are not closed and no record date is
fixed for determination of stockholders entitled to notice of a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the. Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record of date for such determinations of
shareholders.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Bylaws of such corporation by prescribe, or, in
the absence of such provisions, as the Board of Directors of such corporation
may determine.
Shares standing in the name of a deceased person may be voted 4
by his administrator or executor, either in person or by proxy. Shares
standing in the name of a guardian, conservator or trustee may be voted by
such fiduciary either in person or by proxy, but no guardian, conservator, or
trustee shall be entitled, as such fiduciary, to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver
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without the transfer thereof into his name if authority so to do be contained
in an appropriate order of the court at which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this corporation shall not voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
SECTION 13. INFORMAL ACTION BY STOCKHOLDERS. Any action is required to be
taken at a meeting of the stockholders or any other action which may be taken
at a meeting of the stockholders except the election of directors may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the stockholders entitled to vote with respect to
the subject matter thereof.
SECTION 14. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one vote upon. each matter submitted to vote at a meeting
of stockholders.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The Board of Directors shall have 5
the control and general management of the affairs and business of the
Corporation. Such directors shall in all cases act as Board, regularly
convened, by a majority, and they may adopt such rules and regulations for the
conduct of their meetings and the management of the Corporation, as they may
deem proper, not inconsistent with these Bylaws, Articles of Incorporation and
the laws of the State of Nevada. The Board of Directors shall further have
the, right to delegate certain other powers to the Executive
Committee as provided in these Bylaws.
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SECTION 2. NUMBER OF DIRECTORS. The affairs and business of this
Corporation shall be managed by a Board of Directors consisting of five (5)
full-age members, until changed by amendment of the Articles of Incorporation
or by an amendment to these Bylaws adopted by the shareholders amending this
Section 2, Article III, and except as authorized by the Nevada Revised
Statutes, there shall in no event be less than one (1) Director.
SECTION 3. ELECTION. The Directors of the Corporation shall be elected at
the annual meeting of the stockholders except as hereinafter otherwise
provided for the filling of vacancies. Each director shall hold office for a
term of one year and until his successor shall have been duly chosen and shall
have qualified, or until his death, or until he shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 4. VACANCIES IN THE BOARD. Any vacancy in the Board of Directors
occurring during the year through death, resignation, removal or other cause,
including vacancies caused by an increase in the number of directors, shall be
filled for the unexpired portion they constitute a quorum, at any special
meeting of the Board called for that purpose, or at any regular meeting
thereof, provided, however, that in the event the remaining directors do not
represent a quorum of the number set forth in Section 2 hereof, a majority of
such remaining directors may elect directors to fill any vacancies then
existing.
SECTION 5. DIRECTORS MEETINGS. Annual meeting of the Board of Directors
shall be held each year immediately following the 6
annual meeting of the stockholders. Other regular meetings of the Board of
Directors shall from time to time by resolution be prescribed. No further
notice of such annual or regular meeting of the Board of Directors need be
given.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or any director. The
person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the. State of Nevada, as
the place for holding any special meeting of the Board of Directors called by
them.
SECTION 7. NOTICE. Notice of any special meeting shall be given at
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least twenty-four hours previous thereto by written notice if personally
delivered, or five days previous thereto if mailed to each director at his
business address, or by telegram. If mailed, such notice shall be deemed to
have been delivered when deposited in the United States mail so addressed with
postage thereon prepaid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waive 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 8. CHAIRMAN. At all meetings of the Board of Directors, the
President shall serve as Chairman, or in the absence of the President, the
directors present shall choose by majority vote a director to preside as
Chairman.
SECTION 9. QUORUM AND MANNER OF ACTING. A majority of the directors,
whose number is designated in Section 2 herein, shall constitute a quorum for
the transaction of business at any meeting and the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a quorum, the majority of the
directors present may adjourn any meeting from time to 7
time until a quorum be had. Notice of any adjourned meeting need not be given.
The directors shall act only as a Board and the individual directors shall
have no power as such.
SECTION 10. REMOVAL OF DIRECTORS. Any one or more of the directors may be
removed either with or without cause at any time by the vote or written
consent of the stockholders representing not less than two-thirds (2/3) of the
issued and outstanding capital stock entitled to voting power.
SECTION 11. VOTING. At all meetings of the Board of Directors, each
director is to have one vote, irrespective of the number of shares of stock
that he may hold.
SECTION 12. COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any of attendance at each meeting of
the Board, and may be paid a fixed sum for attendance at meetings or a stated
salary
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of directors. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 13. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the action unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
file forward such dissent by certified or registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.
ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1. NUMBER AND ELECTION. The Board of Directors may, in its
discretion, appoint from its membership an Executive Committee of one or more
directors, each to serve at the pleasure of the Board of Directors.
SECTION 2. AUTHORITY. The Executive Committee is authorized to take any
action which the Board of Directors could take, except that the Executive
Committee shall not have the power either to issue or authorize the issuance
of shares of capital stock, to amend the Bylaws, or a resolution of the Board
of Directors. Any authorized action taken by the Executive Committee shall be
as effective as if it had been taken by the full Board of Directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Executive Committee
may be held within or without the State of Nevada at such time and place as
the Executive Committee may provide from time to time.
SECTION 4. SPECIAL MEETINGS. Special meetings of the executive committee
may be called by or at the request of the President or any member of the
Executive Committee.
SECTION 5. NOTICE. Notice of any special meeting shall be given
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at least one day previous thereto by written notice, telephone, telegram or in
person. Neither the business to be transacted, nor the purpose of a regular or
special meeting of the Executive Committee need be specified in the notice or
waiver of notice of such meeting. A member may waive notice of any meeting of
the Executive Committee. The attendance of a member at any meeting shall
constitute a waiver of notice of such meeting, except where a member attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
SECTION 6. QUORUM. A majority of the members of the
Executive Committee shall constitute a quorum for the transaction of business
at any meeting of the Executive Committee; provided that if fewer than a
majority of the members are present at said meeting a majority of the members
present may adjourn the meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the members
present at a meeting at which a quorum is present shall be the act of the
Executive Committee, and said Committee shall keep regular minutes of its
proceedings which shall at all times be open for inspection by the Board of
Directors.
SECTION 8. PRESUMPTION OF ASSENT. A member of the Executive Committee who
is present at a meeting of the Executive
Committee at which action on any corporate matter is taken, shall be
conclusively presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof, or shall forward such dissent by
certified or registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to
a member of the Executive Committee who voted in favor of such action.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a
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President, Vice President, a Treasurer and a Secretary and such other or
subordinate officers as the Board of Directors may from time to time elect.
One person may hold the office and perform the duties of one or more of said
officers. No officer need be a member of the Board of Directors.
SECTION 2. ELECTION TERM OF OFFICE, QUALIFICATIONS. The officers of the
Corporation shall be chosen by the Board of Directors and they shall be
elected annually at the meeting of the Board of Directors held immediately
after each annual meeting of the stockholders except as hereinafter otherwise
provided for filling vacancies. Each officer shall hold his office until his
successor has been duly chosen and has qualified, or until his death, or until
he resigns or has been removed in the manner hereinafter provided.
SECTION 3. REMOVALS. Any officer or agent elected or 10
appointed by the Board of Directors may be removed by the Board of Directors
at any time whenever in its judgment the best interests of the Corporation
would be served thereby, and such removal shall be without prejudice to the
contract rights, if any, or the person so removed.
SECTION 4. VACANCIES. All vacancies in any of office shall be filled by
the Board of Directors without undue delay, at any regular meeting, or at a
meeting specially called for that purpose.
SECTION 5. PRESIDENT. The President shall be the chief
executive officer of the corporation and shall have general supervision over
the business of the corporation and over its several officers, subject,
however, to the control of the Board of Directors. He may sign, with the
Treasurer or with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
capital stock of the Corporation; may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts or other instruments authorized
by the Board of Directors, except in cases where signing and execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the Corporation; and in general shall perform
all duties incident to the duties of the President, and such other duties as
from time to time may be assigned to him by the Board of Directors.
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<PAGE>
SECTION 6. VICE PRESIDENT. The Vice President shall in the absence or
incapacity of the President, or as ordered by the Board of Directors, perform
the duties of the President, or such other duties or functions as may be given
to him by the Board of Directors from time to time.
SECTION 7. TREASURER. The Treasurer shall have the care and custody of
all the funds and securities of the Corporation and deposit the same in the
name of the Corporation in such bank or trust company as the Board of
Directors may designate; he may sign or countersign all checks, drafts and
orders for the payment of money and may pay out and dispose of same under the
direction of the Board of Directors, and may sign or countersign all notes or
other obligations of indebtedness of the Corporation; he may sign with the
President or Vice President, certificates for shares of stock of the
Corporation; he shall at all reasonable times exhibit the books and accounts
to any director or stockholder of the Corporation under application at the
office of the company during business hours; and he shall, in general, perform
all duties as from time to time may be assigned to him by the President or by
the Board of Directors. The Board of Directors may at its discretion require
that each officer authorized to disburse the funds of the Corporation be
bonded in such amount as it may deem adequate.
SECTION 8. SECRETARY. The Secretary shall keep the minutes of the
meetings of the Board of Directors and also the minutes of the meetings of the
stockholders; he shall attend to the giving and serving of all notices of the
Corporation and shall affix the seal of the Corporation to all certificates of
stock, when signed and countersigned by the duly authorized officers; he may
sign certificates for shares of stock of the Corporation; he may sign or
countersign all checks, drafts and orders for the payment of money; he shall
have charge of the certificate book and such other books and papers as the
Board may direct; he shall keep a stock book containing the names
alphabetically arranged, of all persons who are stockholders of the
Corporation, showing their places of residence, the number of shares of stock
held by them respectively, the time when they respectively became the owners
thereof, and the amount paid thereof; and he shall, in general, perform all
duties incident to the office of Secretary and such other duties as from time
to time may be assigned to him by the
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President or by the Board of Directors.
SECTION 9. OTHER OFFICERS. The Board of Directors may authorize and
empower other persons or other officers appointed by it to perform the duties
and functions of the officers specifically designated above by special
resolution in each case.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant
Treasurers shall respectively, as may be required by the Board of Directors,
give bonds for the faithful discharge of their duties, in such sums and with
such sureties as the Board of Directors shall determine. The Assistant
Secretaries as thereunto authorized by the Board of Directors may sign with
the President or Vice President certificates for shares of the capital stock
of the Corporation, issue of which shall have been authorized by resolution of
the Board of Directors. The Assistant Treasurers and Assistant Secretaries
shall, in general, perform such duties as may be assigned to them by the
Treasurer or the Secretary respectively, or by the President or by the Board
of Directors.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter stated otherwise, the Corporation shall indemnify all of
its officers and directors, past, present and future, against any and all
expenses incurred by them, and each of them including but not limited to legal
fees, judgments and penalties which may be incurred, rendered or levied in any
legal action brought against any or all of them for or on account of any act
or omission alleged to have been committed while acting within the scope of
their duties as officers or directors of this Corporation.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver
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any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors or approved by loan committee appointed
by the Board of Directors and charged with the duty of supervising
investments. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. A checks, drafts or other orders for
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 13
time be determined by resolutions of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATES FOR SHARES. Certificates for shares of stocks of
the Corporation shall be in such form as shall be approved by the
incorporators or by the Board of Directors. The certificates shall be numbered
in the order of their issue, shall be signed by the President or the Vice
President and by the Secretary or the Treasurer, or by such other person or
officer as may be designated by the Board of Directors; and the seal of the
Corporation shall be affixed thereto, which said signatures of the
duly designated officers and of the seal of the Corporation. Every certificate
authenticated by a facsimile of such signatures and seal must be countersigned
by a Transfer Agent to be appointed by the Board of Directors, before
issuance.
SECTION 2. TRANSFER OF STOCK. Shares of the stock of the Corporation may
be transferred by the delivery of the certificate accompanied either by
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<PAGE>
an assignment in writing on the back of the certificate or by written power of
attorney to sell, assign, and transfer the same on the books of the
Corporation, signed by the person appearing by the certificate to the owner of
the shares represented thereby, together with all necessary federal and state
transfer tax stamps affixed and shall be transferable on the books of the
Corporation upon surrender thereof so signed or endorsed. The person
registered on the books of the Corporation as the owner of any shares of stock
shall be entitled to all rights of ownership with respect to such shares.
SECTION 3. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient not inconsistent with the Bylaws or with
the Articles of Incorporation, concerning the issue, transfer and registration
of the certificates for shares of stock of the Corporation. It may appoint a
transfer agent or a registrar of transfers, or both, and it may require all
certificates to bear the signature of either or both.
SECTION 4. LOST CERTIFICATES. 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
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost 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 or destroyed certificate or certificates, or
his legal representative, to advertise the same in such manner as it shall
require and/or 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 or destroyed.
ARTICLE IX
DIVIDENDS
SECTION 1. The Corporation shall be entitled to treat the holder of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express
or other notice thereof,
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<PAGE>
except as expressly provided by the laws of Nevada.
SECTION 2. Dividends on the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
SECTION 3. The Board of Directors may close the transfer books in its
discretion for a period not exceeding fifteen days preceding the date fixed
for holding any meeting, annual or special of the stockholders, or the day
appointed for the payment of a dividend.
15
SECTION 4. Before payment of any dividend or making any distribution of
profits, there may be set aside out of funds of the Corporation available for
dividends, such sum or sums as the directors may from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any such other purpose as the directors shall think
conducive to the interest of the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate seal which shall be in the
form of a Circle and shall bear the full name of the Corporation, the year of
its incorporation and the words "Corporate Seal, State of Nevada".
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of December of
each year.
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<PAGE>
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions of
these Bylaws, or under the laws of the State of Nevada, or under the
provisions of the Articles of Incorporation, a waiver 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 XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
at any regular or special meeting of the Stockholders by a vote of the
stockholders owning a majority of the shares and entitled to vote thereat.
These Bylaws may also be altered, amended or repealed and new Bylaws may be
adopted at any regular or special meeting of the Board of Directors of the
Corporation (If notice of such alteration or repeal be contained
in the notice of such special meeting) by a majority vote of the directors
present at the meeting at which a quorum is present, but any such amendment
shall not be inconsistent with or contrary to the provision of any amendment
adopted by the stockholders.
KNOW ALL MEN BY THESE PRESENTS that the undersigned, being the Secretary of
MILLENNIA AUTOMATED PRODUCTS INC, a Nevada corporation, hereby acknowledges
that the above and foregoing Bylaws were duly adopted as the Bylaws of said
Corporation on October 1, 1998.
IN WITNESS WHEREOF, I here unto subscribe my name this 1st day of October,
1998.
/s/ Kent A. Evans
Kent A. Evans
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(in form of certificate, two-sided)
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
25,000,000 Authorized Shares Common Stock Authorized $.001 Par Value
Number
Shares
CUSIP NO. 60037N 10 0
THIS CERTIFIES THAT
IS THE OWNER OF ______________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
Millennia Automated Products Inc.
transferrable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is and the shares represented hereby are subject to the laws of the State of
Nevada, and to the Certificate of Incorporation and Bylaws of the Corporation,
as now or hereafter amended. This certificate is not valid until countersigned
by the Transfer Agent. Witness the facsimile seal of the Corporation and the
signature of its duly authorized officers.
Dated:___________________
(seal as follows: "Millennia Automated Products Inc., Corporate Seal, Nevada")
/s/ Kent Evans
President, Secretary
Countersigned and Registered
PACIFIC STOCK TRANSFER COMPANY
P. O. Box Las Vegas, NV. 89193
By:____________________________________
Authorized Signature
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received,________________ hereby sell, assign and transfer unto
Please insert social security or
other identifying number of assignee
______________________
- ----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)
____________________________________________________________________________
____________________________________________________________________________
_____________________________________________________________________ Shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint __________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated______________________
____________________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this certificate in every particular, without
alteration or enlargement or any change whatsoever. The signature(s) must be
guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Saving
and Loan Associations and Credit Unions).
SIGNATURE GUARANTEED:
TRANSFER FEE WILL APPLY
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN
THE ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001076049
<NAME> MILLENNIA AUTOMATED PRODUCTS INC
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> SEP-28-1998
<PERIOD-END> DEC-31-1998
<CASH> 48,702
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 176
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 48,878
<CURRENT-LIABILITIES> 1,100
<BONDS> 0
0
0
<COMMON> 201
<OTHER-SE> 47,577
<TOTAL-LIABILITY-AND-EQUITY> 48,878
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 507
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (507)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (507)
<EPS-PRIMARY> (.003)
<EPS-DILUTED> (.003)
</TABLE>
