UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
FIRST AMENDMENT
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") is a development stage
company which 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
According to the special publication Vending Times - Census of the
Industry - '98 Issue, which was published in August of 1998, sales in the
vending industry reached nearly $33 billion dollars in 1997, an increase of
4.7% over 1996. "This continued the strong upswing that began a year earlier
reflecting continued high employment and location enthusiasm for vending
services as important contributors to workforce productivity and morale."
Small companies (run by one person), accounted for 27% of the vending market.
Based on these figures, the Company feels confident that a sufficient market
exists for its services.
According to the same publication, within the vending industry, "packaged
confections and snacks increased their contribution, rising to 18.4% of total
dollar sales from 17.5% a year earlier. This reflected higher prices for
heavily-promoted larger snack portions, and price adjustments occasioned by
increased chocolate candy costs."
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 quality vending machines. The Company is dependent
upon the experience of Ms. Stankiewicz, the Company's vice president. Ms.
Stankiewicz has five years of experience owning and operating 85 vending
machines in the Ft. Worth, Texas market. The company will look to Ms.
Stankiewicz to translate her experience into the local and regional area of
southern Nevada to launch the Company's efforts at purchasing and placing
equipment.
<PAGE> 2
Management of the Company will generate leads with which the Company
intends to place machines. To date the Company does not have any clients.
The Company will also rely upon word-of-mouth advertising and referrals to
help establish a client base.
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 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 may obtain its bulk candy from a number of sources. Its
principal suppliers are expected to be 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.
CURRENT STATUS OF OPERATIONS
Since inception, the Company has located firms that sell and distribute
bulk candy machines. Management has researched different manufacturers, bulk
candy products and product lines. Although management has not yet ruled out the
possibility of using additional types of machines, it has determined from its
research, that the Vendesign Four-in-One Candy Carousel will best serve the
needs of the Company and its future clientele. The Vendesign Four-in-One
Candy Carousel is a 48" high, free-standing machine with an approximate 1
square foot footprint that fits up against a wall and holds four separate
types of bulk candy. The Company is currently trying to locate economically
priced, used Vendesign Four-in-One Candy Carousel machines. However, at this
date, the Company has not located any such machines and therefore, has not
purchased any machines.
<PAGE> 3
Further, the Company has located a storage facility for future use when it
has purchased machines and has researched various bulk sale distributors for
the best candy assortment and pricing. In order to provide the freshest
assortment possible, management will not purchase bulk candy until such time
as it has purchased used equipment and starts placing machines.
The Company intends to use the services of J&S Vending for assistance in
placing the machines in high profile locations. However, management has not
signed any contracts and does not anticipate doing so until used equipment is
located and purchased.
The Company does not currently have any customers. However, when machines
are purchased and placed, the Company may be dependent upon on one or a few
major customers as it grows its business. Over time, diversification of
clientele is anticipated.
It is not necessary for the Company to operate under licensing, royalty,
concession or franchising agreements. Further, the Company does not operate
under labor contracts and does not anticipate doing so in the future. Until
such time as the Company's logo and name are considered to have significant
asset value to the Company, the Company does not plan to trademark its name or
logo.
In June of 1999, the Company obtained both a local and state business
license and a resale permit number. No other governmental or regulatory body
approval is necessary for the Company to enter into and conduct business as
planned. Management of the Company does not anticipate that any future changes
in governmental regulations will affect its ability to conduct business.
Management of the Company has spent the last eight months researching the
business environment in Las Vegas. The cost of such research will not be passed
on to its customers. At this time, the Company has limited day to day
operations. When economically-priced, used Vendesign Four-in-One Candy Carousel
machines are purchased, it is planned that the officers of the Company will
work full time on the affairs of the Company. When machines are purchased
and placed, and business grows beyond the ability of current management to
operate alone, the Company will hire sales staff and establish routes.
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.,
<PAGE> 4
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. To provide further individualized
service, the client may choose to have a percentage of the proceeds of each
of the client's vending machines donated to the charitable organization of the
client's choosing.
(B) Quality. The Company realizes that the success of any business
is dependent upon 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.
<PAGE> 5
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.
Ms. Stankiewicz is a native of Las Vegas and is familiar with Las Vegas'
growth, the areas of population and the possible clientele of those areas.
Because of this incredible growth and management's familiarity with Las Vegas,
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.
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
<PAGE> 6
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. The
Company's fiscal year end is December 31 of each year.
In the first quarter of 1999, the Company paid a total of $6,605 in
professional fees consisting of $1,250 for accounting fees for preparation of
the Company's 1998 year end audit and tax return, $3,250 for consulting and
legal fees related to preparing and filing the Company's Form 10-SB, and $705
for miscellaneous fees. As the Company has not yet purchased and placed
equipment, no income was generated during the quarter ended March 31, 1999.
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 plans to purchase used Vendesign
Four-in-One Candy Carousel machines. At this time, management has not located
economically-priced machines and, therefore, has not entered into any purchase
contracts. Management of the Company has budgeted $7,500 for the purchase of
<PAGE> 7
machines and expects to pay between $150 and $200 per machine. At this time,
management of the Company has not yet determined how many machines it will
begin operations with. At this time, management of the Company does not
anticipate hiring employees in the near future until placement of the machines
begins. The addition of employees, if any, will be dictated on the number of
machines in service.
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. At this time, however, the Company
has not entered into any contracts with J & S Vending & Locating. 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.
3) 30 day guarantee - if the machine makes $10.00 or less, then J
& S Vending & Locating will replace that location at no
charge.
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
<PAGE> 8
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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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 may not have the
capacity to acknowledge the new millennium. Consequently, computer components
without such capacity may "shut down" or malfunction.
To save on operation costs, management has provided to the Company,
without charge, the use of a personal computer and other miscellaneous office
equipment which is Year 2000 compliant. Of the equipment management foresees
purchasing in the coming months, it is expected that it will be Year 2000
compliant, if applicable.
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 $180 and includes the use of a small desk area. The
Company signed a lease agreement that commenced September 28, 1998 and
continues on a yearly basis. The Company has recently prepaid the rent
through July of 2000. The Company may discontinue its lease at its discretion.
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.
<PAGE> 9
Title of Name and Address Amount & Nature Percent of
Class of Beneficial Owner of Beneficial Owner Class
- ----------------------------------------------------------------------------
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.
<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.
<PAGE> 10
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 and will serve in such capacity until the next annual
meeting of the shareholders and the next annual meeting of the board of
directors. Mr. Evans graduated from Kodiak High School in Kodiak, Alaska
in 1977. From 1985 to 1998, Mr. Evans owned/operated Amik Island Fisheries,
based on Kodiak, Alaska. 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.
Currently, Mr. Evans holds a Commercial Limited Entry Salmon Permit and his
principal occupation is an independent commercial fisherman. Mr. Evans will
devote as much time as necessary to achieve success for the Company and as
demanded by the Company.
Ms. Susan Stankiewicz has served as the Vice-President and Director of
the Company since September 28, 1998 and will serve in such capacity until the
next annual meeting of the shareholders and the next annual meeting of the
board of directors. 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/Ft. Worth, Texas,
where she managed 85 machines. Her duties as owner/operator included
daily operations, placement of machines and purchasing of bulk candy. From 1997
to 1998, Ms. Stankiewicz was employed as Office Manager of Apple Orthodontix in
Dallas, Texas. 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.
<PAGE> 11
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);
(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
- --------------------------------------------------------------------------
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.
<PAGE> 12
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.
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.
<PAGE> 13
Ms. Stankiewicz will allow the Company use of her private residence for
storing bulk candy when purchased. Further Ms. Stankiewicz is providing the use
of a personal computer, general office equipment and a personal vehicle for use
in her duties for the Company. Further, Mr. Evans will provide the use of his
personal vehicle for his duties with the Company when necessary. Neither Ms.
Stankiewicz nor Mr. Evans has or will receive any compensation in exchange
for allowing the use of his/her personal property.
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
The Company is voluntarily filing the Form 10-SB as a necessary
step to obtain listing of the Company's common stock on the OTC
Bulletin Board, which should provide greater liquidity for the Company's
shareholders. The Company has no plans to terminate reporting
requirements unless listing on the OTC Bulletin Board cannot be
obtained.
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 July 8, 1999, there are 35 shareholders of record for the
Company.
<PAGE> 14
SHARES ELIGIBLE FOR RESALE
One hundred thousand (100,000) shares of restricted common stock were
issued to Mr. Kent Evans, an officer and director of the Company, on October 1,
1998 in reliance on the "private placement" exemption of Section 4(2) of the
Securities Act of 1933, as amended (the "Act"). Such shares may be eligible
for sale in the open market without registration in reliance upon Rule 144 of
the Act, on or after October 2, 1999. In general, under Rule 144, a person or
persons whose shares are aggregated, who beneficially owned shares acquired in
a non-public transaction for at least one year, including persons who may be
deemed "affiliates" of the Company as that term is defined under the Act, would
be entitled to sell within any three-month period a number of shares that does
not exceed the greater of 1% of the then outstanding shares of common stock or
the average weekly reported trading volume on all national securities
exchanges and through NASDAQ during the four calendar weeks preceding such sale
provided current public information is then available. If a substantial number
of the shares owned by Mr. Evans were sold in the market, the market price of
the common stock could be adversely affected.
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.
<PAGE> 15
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 shares for an aggregate offering price of $50,300 or $.50 per share.
With the exception of 2,000 shares sold to the Company's officer and
director, Susan Stankiewicz, at the public offering price of $.50 per share,
these shares were issued to non-affiliates and 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.
<PAGE> 16
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Officers and directors may be indemnified by the Company for any liability
incurred by them while acting within the scope of their duties as officers and
directors of the Company, except for acts of intentional misconduct. As of
the date hereof, the Company has no contracts in effect providing any
indemnity 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 indemnity 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. The Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy, and is unenforceable.
ITEM 13. FINANCIAL STATEMENTS
<PAGE> 17
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE> 18
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> 19
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> 20
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> 21
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> 22
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> 23
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> 24
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> 25
MILLENNIA AUTOMATED PRODUCTS, INC
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 1999
<PAGE> 26
TABLE OF CONTENTS
Page Number
ACCOUNTANT'S 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> 27
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 compiled the balance sheet of Millennia Automated
Products, Inc. (a development stage company) as of March 31, 1999
and the related statements of operations, cash flows and changes in
stockholders' equity for the period ended in accordance with
Statement on Standards for Accounting and Review Services issued by
the American Institute of Certified Public Accountants.
A compilation is limited to presenteing in the form of financial
statements information that is the representation of management.
I have not audited or reviewed the accompanying financial
statements and, accordingly, do not express an opinion or any other
form of assurance on them.
/s/ DAVID COFFEY C.P.A.
David Coffey C.P.A.
June 1, 1999
<PAGE> 28
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 1999
ASSETS
Cash $ 43,497
Organizational costs less accumulated
amortization of $18 167
------
Total Assets $ 43,664
======
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable - trade $ 2,500
-----
Total Liabilities 2,500
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 (7,121)
------
Total Stockholders' Equity 41,164
Total Liabilities and Stockholders' Equity $ 43,664
======
The accompanying notes are an integral part of
these financial statements.
-2-
<PAGE> 29
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR PERIOD ENDED March 31, 1999
(With cumulative figures from inception)
From inception,
Jan 1, 1999- Sep 28, 1998-
Mar 31, 1999 Mar 31, 1999
Sales $ 0 $ 0
-- ---
Expenses
Amortization 9 18
Licenses and fees 0 85
Office expenses 0 68
Professional fees 6,605 6,605
Rent 0 195
Utilities 0 150
----- -----
Total expenses 6,614 7,121
Net loss (6,614) (7,121)
=====
Retained earnings,
beginning of period (507)
-----
Deficit accumulated during
the development stage $ (7,121)
=====
Earnings (loss) per share
assuming dilution
Net Loss (0.035)
Weighted Average Shares Outstanding 200,600
=======
The accompanying notes are an integral part of
these financial statements.
-3-
<PAGE> 30
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD From September 28, 1998 (Date of Inception)
To March 31, 1999
Additional
Common 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
------ --- ------ ------
Less net loss --- -- ------ (6,614)
Balance,
March 31, 1999 200,600 $ 201 $ 48,084 $ 41,164
------- --- ------ ------
The accompanying notes are an integral part of
these financial statements.
-4-
<PAGE> 31
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
From September 28, 1998
To March 31, 1999
CASH FLOWS USED BY OPERATING ACTIVITIES
Net loss $ (6,614)
Noncash items included in net loss
Amortization 9
Increase in accounts payable 1,400
-----
NET CASH PROVIDED BY
OPERATING ACTIVITIES (5,205)
CASH FLOWS USED BY INVESTING ACTIVITIES
Organizational costs 0
---
NET CASH USED BY
INVESTING ACTIVITIES 0
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0
Additional paid-in capital 0
Less offering costs 0
-----
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0
NET INCREASE IN CASH (5,205)
CASH AT BEGINNING OF PERIOD 48,702
------
CASH AT END OF PERIOD $ 43,497
======
The accompanying notes are an integral part of
these financial statements.
-5-
<PAGE> 32
MILLENNIA AUTOMATED PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 1999
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 for
$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> 33
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.
3.1* By-Laws of Millennia Automated Products, Inc., dated October
1, 1998.
3.2 Amended and restated By-Laws of Millennia Automated Products,
Inc., dated June 30, 1999.
4.0* Common Stock certificate specimen.
10.0 Lease Agreement dated September 28, 1998.
27.0* Financial Data Schedule for the period ending 12/31/98.
27.1 Financial Data Schedule for the period ending 3/31/99
- --------------------
* Filed with the Registration Statement on Form 10-SB filed with the
Securities and Exchange Commission on April 19, 1999.
<PAGE> 34
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: July 25, 1999 By:/s/ KENT A. EVANS
Kent A. Evans
President, Secretary/Treasurer
Chief Executive Officer, Chief
Financial Officer, Chairman of
the Board of Directors
AMENDED AND RESTATED BY-LAWS OF
MILLENNIA AUTOMATED PRODUCTS, INC.
ARTICLE I
SHAREHOLDERS
Section 1.01 Annual Meeting. The annual meeting of the shareholders
shall be held at such date and time as shall be designated by the board of
directors and stated in the notice of the meeting or in a duly-executed
waiver of notice thereof. If the corporation shall fail to provide notice of
the annual meeting of the shareholders as set forth above, the annual meeting
of the shareholders of the corporation shall be held during the month of
August or September of each year as determined by the Board of Directors, for
the purpose of electing directors of the corporation to serve during the
ensuing year and for the transaction of such other business as may properly
come before the meeting. If the election of the directors is not held on the
day designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the president shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as is convenient.
Section 1.02 Special Meetings. Special meetings of the shareholders
may be called by the president or the Board of Directors and shall be called
by the president at the written request of the holders of not less than 51%
of the issued and outstanding shares of capital stock of the corporation.
All business lawfully to be transacted by the shareholders may be
transacted at any special meeting at any adjournment thereof. However, no
business shall be acted upon at a special meeting, except that referred to in
the notice calling the meeting, unless all of the outstanding capital stock
of the corporation is represented either in person or by proxy. Where all of
the capital stock is represented, any lawful business may be transacted and
the meeting shall be valid for all purposes.
Section 1.03 Place of Meetings. Any meeting of the shareholders of
the corporation may be held at its principal office in the State of Nevada or
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by the shareholders entitled to vote
may designate any place for the holding of such meeting.
Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all shareholders of
record written or printed notice of any meeting at least ten (10) days,
but not more than sixty (60) days, before the date of such meeting;
which notice shall state the place, date and time of the meeting, the
general nature of the business to be transacted, and, in the case of
any meeting at which directors are to be elected, the names of
nominees, if any, to be presented for election.
(b) In the case of any meeting, any proper business may be
presented for action, except that the following items shall be valid
only if the general nature of the proposal is stated in the notice or
written waiver of notice:
<PAGE>
(1) Action with respect to any contract or transaction
between the corporation and one or more of its directors or
another firm, association, or corporation in which one or more of
its directors has a material financial interest;
(2) Adoption of amendments to the Articles of
Incorporation; or
(3) Action with respect to the merger, consolidation,
reorganization, partial or complete liquidation, or
dissolution of the corporation.
(c) The notice shall be personally delivered or mailed by first
class mail to each shareholder of record at the last known address
thereof, as the same appears on the books of the corporation, and the
giving of such notice shall be deemed delivered the date the same is
deposited in the United States mail, postage prepaid. If the address
of any shareholder does not appear upon the books of the corporation,
it will be sufficient to address any notice to such shareholder at the
principal office of the corporation.
(d) The written certificate of the person calling any meeting,
duly sworn, setting forth the substance of the notice, the time and
place the notice was mailed or personally delivered to the several
shareholders, and the addresses to which the notice was mailed shall be
prima facie evidence of the manner and fact of giving such notice.
Section 1.05 Waiver of Notice. If all of the shareholders of the
corporation shall waive notice of a meeting, no notice shall be required,
and, whenever all of the shareholders shall meet in person or by proxy, such
meeting shall be valid for all purposes without call or notice, and at such
meeting any corporate action may be taken.
Section 1.06 Determination of Shareholders of Record.
(a) The Board of Directors may at any time fix a future date as
a record date for the determination of the shareholders entitled to
notice of any meeting or to vote or entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled
to exercise any rights in respect of any other lawful action. The
record date so fixed shall not be more than sixty (60) days prior to
the date of such meeting nor more than sixty (60) days prior to any
other action. When a record date is so fixed, only shareholders of
record on that date are entitled to notice of and to vote at the
meeting or to receive the dividend, distribution or allotment of
rights, or to exercise their rights, as the case may be,
notwithstanding any transfer of any shares on the books of the
corporation after the record date.
(b) If no record date is fixed by the Board of Directors, then
(1) the record date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) the record date for
determining shareholders entitled to give consent to corporate action
in writing without a meeting, when no prior action by the Board of
Directors
-2-
<PAGE>
is necessary, shall be the day on which written consent is given; and
(3) the record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto, or the sixtieth
(60th) day prior to the date of such other action, whichever is later.
Section 1.07 Quorum: Adjourned Meetings.
(a) At any meeting of the shareholders, a majority of the
issued and outstanding shares of the corporation represented in person
or by proxy, shall constitute a quorum.
(b) If less than a majority of the issued and outstanding
shares are represented, a majority of shares so represented may adjourn
from time to time at the meeting, until holders of the amount of stock
required to constitute a quorum shall be in attendance. At any such
adjourned meeting at which a quorum shall be present, any business may
be transacted which might have been transacted as originally called.
When a shareholders' meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken,
unless the adjournment is for more than ten (10) days in which event
notice thereof shall be given.
Section 1.08 Voting.
(a) Each shareholder of record, such shareholder's duly
authorized proxy or attorney-in-fact shall be entitled to one (1) vote
for each share of stock standing registered in such shareholder's name
on the books of the corporation on the record date.
(b) Except as otherwise provided herein, all votes with respect
to shares standing in the name of an individual on the record date
(included pledged shares) shall be cast only by that individual or such
individual's duly authorized proxy or attorney-in-fact. With respect
to shares held by a representative of the estate of a deceased
shareholder, guardian, conservator, custodian or trustee, votes may be
cast by such holder upon proof of capacity, even though the shares do
not stand in the name of such holder. In the case of shares under the
control of a receiver, the receiver may cast votes carried by such
shares even though the shares do not stand in the name of the receiver
provided that the order of the court of competent jurisdiction which
appoints the receiver contains the authority to cast votes carried by
such shares. If shares stand in the name of a minor, votes may be cast
only by the duly-appointed guardian of the estate of such minor if such
guardian has provided the corporation with written notice and proof of
such appointment.
(c) With respect to shares standing in the name of a
corporation on the record date, votes may be cast by such officer or
agents as the by-laws of such corporation prescribe or, in the absence
of an applicable by-law provision, by such person as may be appointed
by resolution of the Board of Directors of such corporation. In the
event no person is so appointed, such votes of the corporation may be
cast by any person (including the officer making the authorization)
authorized to do so by the Chairman of the Board of Directors,
-3-
<PAGE>
President or any Vice President of such corporation.
(d) Notwithstanding anything to the contrary herein contained,
no votes may be cast by shares owned by this corporation or its
subsidiaries, if any. If shares are held by this corporation or its
subsidiaries, if any, in a fiduciary capacity, no votes shall be cast
with respect thereto on any matter except to the extent that the
beneficial owner thereof possesses and exercises either a right to vote
or to give the corporation holding the same binding instructions on how
to vote.
(e) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, husband and wife as community property, tenants by
the entirety, voting trustees, persons entitled to vote under a
shareholder voting agreement or otherwise and shares held by two or
more persons (including proxy holders) having the same fiduciary
relationship respect in the same shares, votes may be cast in the
following manner:
(1) If only one such person votes, the votes of such
person binds all.
(2) If more than one person casts votes, the act of
the majority so voting binds all.
(3) If more than one person casts votes, but the vote
is evenly split on a particular matter, the votes shall be deemed
cast proportionately as split.
(f) Any holder of shares entitled to vote on any matter may
cast a portion of the votes in favor of such matter and refrain from
casting the remaining votes or cast the same against the proposal,
except in the case of elections of directors. If such holder entitled
to vote fails to specify the number of affirmative votes, it will be
conclusively presumed that the holder is casting affirmative votes with
respect to all shares held.
(g) If a quorum is present, the affirmative vote of holders of
a majority of the shares represented at the meeting and entitled to
vote on any matter shall be the act of the shareholders, unless a vote
of greater number or voting by classes is required by the laws of the
State of Nevada, the Articles of Incorporation and these By-Laws.
Section 1.09 Proxies. At any meeting of shareholders, any holder of
shares entitled to vote may authorize another person or persons to vote by
proxy with respect to the shares held by an instrument in writing and
subscribed to by the holder of such shares entitled to vote. No proxy shall
be valid after the expiration of six (6) months from the date of execution
thereof, unless coupled with an interest or unless otherwise specified in the
proxy. In no event shall the term of a proxy exceed seven (7) years from the
date of its execution. Every proxy shall continue in full force and effect
until its expiration or revocation. Revocation may be effected by filing an
instrument revoking the same or a duly-executed proxy bearing a later date
with the secretary of the corporation.
-4-
<PAGE>
Section 1.10 Order of Business. At the annual shareholders meeting,
the regular order of business shall be as follows:
(1) Determination of shareholders present and existence
of quorum;
(2) Reading and approval of the minutes of the previous
meeting or meetings;
(3) Reports of the Board of Directors, the president,
treasurer and secretary of the corporation, in the order named;
(4) Reports of committee;
(5) Election of directors;
(6) Unfinished business;
(7) New business;
(8) Adjournment.
Section 1.11 Absentees Consent to Meetings. Transactions of any
meeting of the shareholders are as valid as though had at a meeting duly-held
after regular call and notice if a quorum is present, either in person or by
proxy, and if, either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy (and those who, although
present, either object at the beginning of the meeting to the transaction of
any business because the meeting has not been lawfully called or convened or
expressly object at the meeting to the consideration of matters not included
in the notice which are legally required to be included therein), signs a
written waiver of notice and/or consent to the holding of the meeting or an
approval of the minutes thereof. All such waivers, consents, and approvals
shall be filed with the corporate records and made a part of the minutes of
the meeting. Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person objects at the beginning of
the meeting to the transaction of any business because the meeting is not
lawfully called or convened and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice if such objection is expressly made at the beginning. Neither the
business to be transacted at nor the purpose of any regular or special
meeting of shareholders need be specified in any written waiver of notice,
except as otherwise provided in Section 1.04(b) of these By-Laws.
Section 1.12 Action Without Meeting. Any action which may be taken by
the vote of the shareholders at a meeting may be taken without a meeting if
consented to by the holders of a majority of the shares entitled to vote or
such greater proportion as may be required by the laws of the State of
Nevada, the Articles of Incorporation, or these ByLaws. Whenever action is
taken by written consent, a meeting of shareholders needs not be called or
noticed.
-5-
<PAGE>
ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure and Qualification. Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of
at least one (1) but no more than nine (9) persons, who shall be elected at
the annual meeting of the shareholders of the corporation and who shall hold
office for one (1) year or until their successors are elected and qualify.
Section 2.02 Resignation. Any director may resign effective upon
giving written notice to the chairman of the Board of Directors, the
president, or the secretary of the corporation, unless the notice specifies
a later time for effectiveness of such resignation. If the Board of
Directors accepts the resignation of a director tendered to take effect at a
future date, the Board or the shareholders may elect a successor to take
office when the resignation becomes effective.
Section 2.03 Reduction in Number. No reduction of the number of
directors shall have the effect of removing any director prior to the
expiration of his term of office.
Section 2.04 Removal.
(a) The Board of Directors or the shareholders of the
corporation, by a majority vote, may declare vacant the office of a
director who has been declared incompetent by an order of a court of
competent jurisdiction or convicted of a felony.
Section 2.05 Vacancies.
(a) A vacancy in the Board of Directors because of death,
resignation, removal, change in number of directors, or otherwise may
be filled by the shareholders at any regular or special meeting or any
adjourned meeting thereof or the remaining director(s) by the
affirmative vote of a majority thereof. A Board of Directors
consisting of less than the maximum number authorized in Section 2.01
of ARTICLE II constitutes vacancies on the Board of Directors for
purposes of this paragraph and may be filled as set forth above
including by the election of a majority of the remaining directors.
Each successor so elected shall hold office until the next annual
meeting of shareholders or until a successor shall have been
duly-elected and qualified.
(b) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the shareholders
shall constitute less than a majority of the directors then in office,
any holder or holders of an aggregate of five percent (5%) or more of
the total number of shares entitled to vote may call a special meeting
of shareholders to be held to elect the entire Board of Directors. The
term of office of any director shall terminate upon such election of a
successor.
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Section 2.06 Regular Meetings. Immediately following the adjournment
of, and at the same place as, the annual meeting of the shareholders, the
Board of Directors, including directors newly elected, shall hold its annual
meeting without notice, other than this provision, to elect officers of the
corporation and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution the place,
date and hour for holding additional regular meetings.
Section 2.07 Special Meetings. Special meetings of the Board of
Directors may be called by the chairman and shall be called by the chairman
upon the request of any two (2) directors or the president of the
corporation.
Section 2.08 Place of Meetings. Any meeting of the directors of the
corporation may be held at its principal office in the State of Nevada, or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver or notice signed by the directors may designate any
place for the holding of such meeting.
Section 2.09 Notice of Meetings. Except as otherwise provided in
Section 2.06, the chairman shall deliver to all directors written or printed
notice of any special meeting, at least three (3) days before the date of
such meeting, by delivery of such notice personally or mailing such notice
first class mail, or by telegram. If mailed, the notice shall be deemed
delivered two (2) business days following the date the same is deposited in
the United States mail, postage prepaid. Any director may waive notice of
any meeting, and the attendance of a director at a meeting shall constitute
a waiver of notice of such meeting, unless such attendance is for the express
purpose of objecting to the transaction of business threat because the
meeting is not properly called or convened.
Section 2.10 Quorum: Adjourned Meetings.
(a) A majority of the Board of Directors in office shall
constitute a quorum.
(b) At any meeting of the Board of Directors where a quorum is
not present, a majority of those present may adjourn, from time to
time, until a quorum is present, and no notice of such adjournment
shall be required. At any adjourned meeting where a quorum is present,
any business may be transacted which could have been transacted at the
meeting originally called.
Section 2.11 Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if a written consent thereto
is signed by all of the members of the Board of Directors or of such
committee. Such written consent or consents shall be filed with the minutes
of the proceedings of the Board of Directors or committee. Such action by
written consent shall have the same force and effect as the unanimous vote of
the Board of Directors or committee.
Section 2.12 Telephonic Meetings. Meetings of the Board of Directors
may be held through the use of a conference telephone or similar
communications equipment so long as all members participating in such meeting
can hear one another at the time of such meeting. Participation in such
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a meeting constitutes presence in person at such meeting.
Section 2.13 Board Decisions. The affirmative vote of a majority of
the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.
Section 2.14 Powers and Duties.
(a) Except as otherwise provided in the Articles of
Incorporation or the laws of the State of Nevada, the Board of
Directors is invested with the complete and unrestrained authority to
manage the affairs of the corporation, and is authorized to exercise
for such purpose as the general agent of the corporation, its entire
corporate authority in such manner as it sees fit. The Board of
Directors may delegate any of its authority to manage, control or
conduct the current business of the corporation to any standing or
special committee or to any officer or agent and to appoint any persons
to be agents of the corporation with such powers, including the power
to sub-delegate, and upon such terms as may be deemed fit.
(b) The Board of Directors shall present to the shareholders at
annual meetings of the shareholders, and when called for by a majority
vote of the shareholders at a special meeting of the shareholders, a
full and clear statement of the condition of the corporation, and
shall, at request, furnish each of the shareholders with a true copy
thereof.
(c) The Board of Directors, in its discretion, may submit any
contract or act for approval or ratification at any annual meeting of
the shareholders or any special meeting properly called for the purpose
of considering any such contract or act, provided a quorum is present.
The contract or act shall be valid and binding upon the corporation and
upon all the shareholders thereof, if approved and ratified by the
affirmative vote of a majority of the shareholders at such meeting.
(d) In furtherance and not in limitation of the powers
conferred by the laws of the State of Nevada, the Board of Directors is
expressly authorized and empowered to issue stock of the Corporation
for money, property, services rendered, labor performed, cash advanced,
acquisitions for other corporations or for any other assets of value in
accordance with the action of the Board of Directors without vote or
consent of the shareholders and the judgment of the Board of Directors
as to the value received and in return therefore shall be conclusive
and said stock, when issued, shall be fully-paid and non-assessable.
Section 2.15 Compensation. The directors shall be allowed and paid
all necessary expenses incurred in attending any meetings of the Board, and
shall receive compensation for their services as directors as may be
determined from time to time by the Board of Directors.
Section 2.16 Board Officers.
(a) At its annual meeting, the Board of Directors shall elect,
from among its members, a chairman to preside at the meetings of the
Board of Directors. The Board of
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Directors may also elect such other board officers and for such term as
it may, from time to time, determine advisable.
(b) Any vacancy in any board office because of death,
resignation, removal or otherwise may be filled by the Board of
Directors for the unexpired portion of the term of such office.
Section 2.17 Order of Business. The order of business at any meeting
of the Board of Directors shall be as follows:
(1) Determination of members present and existence of
quorum;
(2) Reading and approval of the minutes of any
previous meeting or meetings;
(3) Reports of officers and committeemen;
(4) Election of officers;
(5) Unfinished business;
(6) New business;
(7) Adjournment.
ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its first meeting
following the annual meeting of shareholders, shall elect a president, a
secretary and a treasurer to hold office for one (1) year next coming and
until their successors are elected and qualify. Any person may hold two or
more offices. The Board of Directors may, from time to time, by resolution,
appoint one or more vice presidents, assistant secretaries, assistant
treasurers and transfer agents of the corporation as it may deem advisable;
prescribe their duties; and fix their compensation.
Section 3.02 Removal; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by it whenever, in its
judgment, the best interest of the corporation would be served thereby. Any
officer may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under any contract to
which the resigning officer is a party.
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Section 3.03 Vacancies. Any vacancy in any office because of death,
resignation, removal, or otherwise may be filled by the Board of Directors
for the unexpired portion of the term of such
office.
Section 3.04 President. The president shall be the general manager
and executive officer of the corporation, subject to the supervision and
control of the Board of Directors, and shall direct the corporate affairs,
with full power to execute all resolutions and orders of the Board of
Directors not especially entrusted to some other officer of the corporation.
The president shall preside at all meetings of the shareholders and shall
sign the certificates of stock issued by the corporation, and shall perform
such other duties as shall be prescribed by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the president shall
have full power and authority on behalf of the corporation to attend and to
act and to vote at any meetings of the shareholders of any corporation in
which the corporation may hold stock and, at any such meetings, shall possess
and may exercise any and all rights and powers incident to the ownership of
such stock. The Board of Directors, by resolution from time to time, may
confer like powers on any person or persons in place of the president to
represent the corporation for these purposes.
Section 3.05 Vice President. The Board of Directors may elect one or
more vice presidents who shall be vested with all the powers and perform all
the duties of the president whenever the president is absent or unable to
act, including the signing of the certificates of stock issued by the
corporation, and the vice president shall perform such other duties as shall
be prescribed by the Board of Directors.
Section 3.06 Secretary. The secretary shall keep the minutes of all
meetings of the shareholders and the Board of Directors in books provided for
that purpose. The secretary shall attend to the giving and service of all
notices of the corporation, may sign with the president in the name of the
corporation all contracts authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the corporation,
shall have charge of stock certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors or
appropriate committee may direct, and shall, in general perform all duties
incident to the office of the secretary. All corporate books kept by the
secretary shall be open for examination by any director at any reasonable
time.
Section 3.07 Assistant Secretary. The Board of Directors may appoint
an assistant secretary who shall have such powers and perform such duties as
may be prescribed for him by the secretary of the corporation or by the Board
of Directors.
Section 3.08 Treasurer. The treasurer shall be the chief financial
officer of the corporation, subject to the supervision and control of the
Board of Directors, and shall have custody of all the funds and securities of
the corporation. When necessary or proper, the treasurer shall endorse on
behalf of the corporation for collection checks, notes and other obligations,
and shall deposit all monies to the credit of the corporation in such bank or
banks or other depository as the Board of Directors may designate, and shall
sign all receipts and vouchers for payments made by the
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corporation. Unless otherwise specified by the Board of Directors, the
treasurer shall sign with the president all bills of exchange and promissory
notes of the corporation, shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities and such other
property belonging to the corporation as the Board of Directors shall
designate, and shall sign all papers required by law, by these By-laws or by
the Board of Directors to be signed by the treasurer. The treasurer shall
enter regularly in the books of the corporation, to be kept for that purpose,
full and accurate accounts of all monies received and paid on account of the
corporation and whenever required by the Board of Directors, the treasurer
shall render a statement of any or all accounts. The treasurer shall at all
reasonable times exhibit the books of account to any directors of the
corporation and shall perform all acts incident to the position of treasurer
subject to the control of the Board of Directors. The treasurer shall, if
required by the Board of Directors, give a bond to the corporation in such
sum and with such security as shall be approved by the Board of Directors for
the faithful performance of all the duties of the treasurer and for
restoration to the corporation in the event of the treasurer's death,
resignation, retirement, or removal from office, of all books, records,
papers, vouchers, money and other property belonging to the corporation. The
expense of such bond shall be borne by the corporation.
Section 3.09 Assistant Treasurer. The Board of Directors may appoint
an assistant treasurer who shall have such powers and perform such duties as
may be prescribed by the treasurer of the corporation or by the Board of
Directors, and the Board of Directors may require the assistant treasurer to
give a bond to the corporation in such sum and with such security as it may
approve, for the faithful performance of the duties of assistant treasurer,
and for the restoration to the corporation, in the event of the assistant
treasurer's death, resignation, retirement or removal from office, of all
books, records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of capital stock of the corporation
shall be issued in such manner and at such times and upon such conditions as
shall be prescribed by the Board of Directors.
Section 4.02 Certificates. Ownership in the corporation shall be
evidenced by certificates for shares of stock in such form as shall be
prescribed by the Board of Directors, shall be under the seal of the
corporation and shall be signed by the president or the vice president and
also by the secretary or an assistant secretary. Each certificate shall
contain the name of the record holder, the number, designation, if any, class
or series of shares represented, a statement of summary of any applicable
rights, preferences, privileges, or restrictions thereon, and a statement
that the shares are assessable, if applicable. All certificates shall be
consecutively numbered. The name and address of the shareholder, the number
of shares, and the date of issue shall be entered on the stock transfer books
of the corporation.
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Section 4.03 Surrender: Lost or Destroyed Certificates. All
certificates surrendered to the corporation, except those representing shares
of treasury stock, shall be canceled and no new certificates shall be issued
until the former certificate for a like number of shares shall have been
canceled, except that in case of a lost, stolen, destroyed or mutilated
certificate, a new one may be issued therefor. However, any shareholder
applying for the issuance of a stock certificate in lieu of one alleged to
have been lost, stolen, destroyed or mutilated shall, prior to the issuance
of a replacement, provide the corporation with his, her or its affidavit of
the facts surrounding the loss, theft, destruction or mutilation and an
indemnity bond in an amount and upon such terms as the treasurer, or the
Board of Directors, shall require. In no case shall the bond be in amount
less than twice the current market value of the stock and it shall indemnify
the corporation against any loss, damage, cost or inconvenience arising as a
consequence of the issuance of a replacement certificate.
Section 4.04 Replacement Certificate. When the Articles of
Incorporation are amended in any way affecting the statements contained in
the certificates for outstanding shares of capital stock of the corporation
or it becomes desirable for any reason, including, without limitation, the
merger or consolidation of the corporation with another corporation or the
reorganization of the corporation, to cancel any outstanding certificate for
shares and issue a new certificate therefor conforming to the rights of the
holder, the Board of Directors may order any holders of outstanding
certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors.
The order may provide that a holder of any certificate(s) ordered to be
surrendered shall not be entitled to vote, receive dividends or exercise any
other rights of shareholders until the holder has complied with the order
provided that such order operates to suspend such rights only after notice
and until compliance.
Section 4.05 Transfer of Shares. No transfer of stock shall be valid
as against the corporation except on surrender and cancellation by the
certificate therefor, accompanied by an assignment or transfer by the
registered owner made either in person or under assignment. Whenever any
transfer shall be expressly made for collateral security and not absolutely,
the collateral nature of the transfer shall be reflected in the entry of
transfer on the books of the corporation.
Section 4.06 Transfer Agent. The Board of Directors may appoint one
or more transfer agents and registrars of transfer and may require all
certificates for shares of stock to bear the signature of such transfer agent
and such registrar of transfer.
Section 4.07 Stock Transfer Books. The stock transfer books shall be
closed for a period of ten (10) days prior to all meetings of the
shareholders and shall be closed for the payment of dividends as provided in
Article V hereof and during such periods as, from time to time, may be fixed
by the Board of Directors, and, during such periods, no stock shall be
transferable.
Section 4.08 Miscellaneous. The Board of Directors shall have the
power and authority to make such rules and regulations not inconsistent
herewith as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of the
corporation.
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ARTICLE V
DIVIDENDS
Section 5.01 Dividends may be declared, subject to the provisions
of the laws of the State of Nevada and the Articles of Incorporation, by the
Board of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of
Directors may fix in advance a record date, as provided in Section 1.06 of
these By-laws, prior to the dividend payment for the purpose of determining
shareholders entitled to receive payment of any dividend. The Board of
Directors may close the stock transfer books for such purpose for a period of
not more than ten (10) days prior to the payment date of such dividend.
ARTICLE VI
OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office. The principal office of the
corporation in the State of Nevada shall be in Las Vegas, Nevada, and the
corporation may have an office in any other state or territory as the Board
of Directors may designate.
Section 6.02 Records. The stock transfer books and a certified copy
of the By-laws, Articles of Incorporation, any amendments thereto, and the
minutes of the proceedings of the shareholders, the Board of Directors, and
committees of the Board of Directors shall be kept at the principal office of
the corporation for the inspection of all who have the right to see the same
and for the transfer of stock. All other books of the corporation shall be
kept at such places as may be prescribed by the Board of Directors.
Section 6.03 Financial Report on Request. Any shareholder or
shareholders holding at least five percent (5%) of the outstanding shares of
any class of stock may make a written request for an income statement of the
corporation for the three (3) month, six (6) month, or nine (9) month period
of the current fiscal year ended more than thirty (30) days prior to the date
of the request and a balance sheet of the corporation as of the end of such
period. In addition, if no annual report for the last fiscal year has been
sent to shareholders, such shareholder or shareholders may make a request for
a balance sheet as of the end of such fiscal year and an income statement and
statement of changes in financial position for such fiscal year. The
statement shall be delivered or mailed to the person making the request
within thirty (30) days thereafter. A copy of the statements shall be kept
on file in the principal office of the corporation for twelve (12) months,
and such copies shall be exhibited at all reasonable times to any shareholder
demanding an examination of them or a copy shall be mailed to each
shareholder. Upon request by any shareholder, there shall be mailed to the
shareholder a copy of the last annual, semiannual or quarterly income
statement which it has prepared and a balance sheet as of the end of the
period. The financial statements referred to in this Section 6.03 shall be
accompanied by the report thereon, if any, of any independent accountants
engaged by the corporation or the certificate of an authorized officer of the
corporation that such financial statements were prepared without audit from
the books and records of the corporation.
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Section 6.04 Right of Inspection.
(a) The accounting books and records and minutes of proceedings
of the shareholders and the Board of Directors and committees of the
Board of Directors shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate at any
reasonable time during usual business hours for a purpose reasonably
related to such holder's interest as a shareholder or as the holder of
such voting trust certificate. This right of inspection shall extend
to the records of the subsidiaries, if any, of the corporation. Such
inspection may be made in person or by agent or attorney, and the right
of inspection includes the right to copy and make extracts.
(b) Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents of
every kind and to inspect the physical properties of the corporation
and/or its subsidiary corporations. Such inspection may be made in
person or by agent or attorney, and the right of inspection includes
the right to copy and make extracts.
Section 6.05 Corporate Seal. The Board of Directors may, by
resolution, authorize a seal, and the seal may be used by causing it, or a
facsimile, to be impressed or affixed or reproduced or otherwise. Except
when otherwise specifically provided herein, any officer of the corporation
shall have the authority to affix the seal to any document requiring it.
Section 6.06 Fiscal Year. The fiscal year-end of the corporation
shall be the calendar year or such other term as may be fixed by resolution
of the Board of Directors.
Section 6.07 Reserves. The Board of Directors may create, by
resolution, out of the earned surplus of the corporation such reserves as the
directors may, from time to time, in their discretion, think proper to
provide for contingencies, or to equalize dividends or to repair or maintain
any property of the corporation, or for such other purpose as the Board of
Directors may deem beneficial to the corporation, and the directors may
modify or abolish any such reserves in the manner in which they were created.
ARTICLE VII
INDEMNIFICATION
Section 7.01 Indemnification. The corporation shall, unless
prohibited by Nevada Law, indemnify any person (an "Indemnitee") who is or
was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be so involved in any threatened, pending or
completed action suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, including without limitation, any action, suit
or proceeding brought by or in the right of the corporation to procure a
judgment in its favor (collectively, a "Proceeding") 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,
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partnership, joint venture, trust, employee benefit plan or other entity or
enterprise, against all Expenses and Liabilities actually and reasonably
incurred by him in connection with such Proceeding. The right to
indemnification conferred in this Article shall be presumed to have been
relied upon by the directors, officers, employees and agents of the
corporation and shall be enforceable as a contract right and inure to the
benefit of heirs, executors and administrators of such individuals.
Section 7.02 Indemnification Contracts. The Board of Directors is
authorized on behalf of the corporation, to enter into, deliver and perform
agreements or other arrangements to provide any Indemnitee with specific
rights of indemnification in addition to the rights provided hereunder to the
fullest extent permitted by Nevada Law. Such agreements or arrangements may
provide (i) 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
any such action, suit or proceeding provided that, if required by Nevada Law
at the time of such advance, the officer or director provides an undertaking
to repay such amounts if it is ultimately determined by a court of competent
jurisdiction that such individual is not entitled to be indemnified against
such expenses, (iii) that the Indemnitee shall be presumed to be entitled to
indemnification under this Article or such agreement or arrangement and the
corporation shall have the burden of proof to overcome that presumption,
(iii) for procedures to be followed by the corporation and the Indemnitee in
making any determination of entitlement to indemnification or for appeals
therefrom and (iv) for insurance or such other Financial Arrangements
described in Paragraph 7.02 of this Article, all as may be deemed appropriate
by the Board of Directors at the time of execution of such agreement or
arrangement.
Section 7.03 Insurance and Financial Arrangements. The corporation
may, unless prohibited by Nevada Law, purchase and maintain insurance or make
other financial arrangements ("Financial Arrangements") on behalf of any
Indemnitee 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. Such other
Financial Arrangements may include (i) the creation of a trust fund, (ii) the
establishment of a program of self-insurance, (iii) the securing of the
corporation's obligation of indemnification by granting a security interest
or other lien on any assets of the corporation, or (iv) the establishment of
a letter of credit, guaranty or surety.
Section 7.04 Definitions. For purposes of this Article:
Expenses. The word "Expenses" shall be broadly construed and,
without limitation, means (i) all direct and indirect costs incurred,
paid or accrued, (ii) all attorneys' fees, retainers, court costs,
transcripts, fees of experts, witness fees, travel expenses, food and
lodging expenses while traveling, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service, freight or
other transportation fees and expenses, (iii) all other disbursements
and out-of-pocket expenses, (iv) amounts paid in settlement, to the
extent permitted by Nevada Law, and (v) reasonable compensation for
time spent by the Indemnitee for which he is otherwise not compensated
by the corporation or any third party, actually and reasonably incurred
in connection with either the appearance at or investigation,
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defense, settlement or appeal of a Proceeding or establishing or
enforcing a right to indemnification under any agreement or
arrangement, this Article, the Nevada Law or otherwise; provided,
however, that "Expenses" shall not include any judgments or fines or
excise taxes or penalties imposed under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or other excise taxes or
penalties.
Liabilities. "Liabilities" means liabilities of any type
whatsoever, including, but not limited to, judgments or fines, ERISA or
other excise taxes and penalties, and amounts paid in settlement.
Nevada Law. "Nevada Law" means Chapter 78 of the Nevada Revised
Statutes as amended and in effect from time to time or any successor or
other statutes of Nevada having similar import and effect.
This Article. "This Article" means Paragraphs 7.01 through 7.04
of these bylaws or any portion of them.
Power of Stockholders. Paragraphs 7.01 through 7.04, including
this Paragraph, of these Bylaws may be amended by the stockholders only
by vote of the holders of sixty-six and two-thirds percent (66 2/3%) of
the entire number of shares of each class, voting separately, of the
outstanding capital stock of the corporation (even though the right of
any class to vote is otherwise restricted or denied); provided,
however, no amendment or repeal of this Article shall adversely affect
any right of any Indemnitee existing at the time such amendment or
repeal becomes effective.
Power of Directors. Paragraphs 7.01 through 7.04 and this
Paragraph of these Bylaws may be amended or repealed by the Board of
Directors only by vote of eighty percent (80%) of the total number of
Directors and the holders of sixty-six and two-thirds percent (66 2/3)
of the entire number of shares of each class, voting separately, of the
outstanding capital stock of the corporation (even though the right of
any class to vote is otherwise restricted or denied); provided,
however, no amendment or repeal of this Article shall adversely affect
any right of any Indemnitee existing at the time such amendment or
repeal becomes effective.
ARTICLE VIII
BY-LAWS
Section 8.01 Amendment. Amendments and changes of these By-Laws may
be made at any regular or special meeting of the Board of Directors by a vote
of not less than all of the entire Board, or may be made by a vote of, or a
consent in writing signed by the holders of a majority of the issued and
outstanding capital stock.
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Section 8.02 Additional By-Laws. Additional by-laws not inconsistent
herewith may be adopted by the Board of Directors at any meeting of the Board
of Directors at which a quorum is present by an affirmative vote of a
majority of the directors present or by the unanimous consent of the Board of
Directors in accordance with Section 2.11 of these By-laws.
CERTIFICATION
I, the undersigned, being the duly elected secretary of the
Corporation, do hereby certify that the foregoing Amended and Restated
By-laws were adopted by a majority of the shares authorized to vote and by
unanimous consent of the Board of Directors on the 30th day of June, 1999.
/s/ KENT A. EVANS
Kent A. Evans, Secretary
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MAIL ETC.
236 SO. RAINBOW BLVD.
LAS VEGAS, NV 89128
(702) 363-0065
LEASE AGREEMENT
This lease entered on this day September 28, 1998 is between
MAIL ETC. - LESSOR and MILLENNIA AUTOMATED PRODUCTS, INC. LESSEE
for office/desk space at 236 So. Rainbow Blvd., Suite C-489 Las
Vegas, NV 89128 on the following terms:
Rent to be $180 (One Hundred Eighty And 00/100) annually, paid
quarterly on the first day of the quarter.
Lease to commence on September 28, 1998 and continue on a yearly
basis. Lessee has first right to continue lease on a yearly basis.
Lease includes 24 hour entry and utilities. Lessee may place a
sign in the window at the signing of the lease. Lessee is advised
to obtain insurance on personal and business equipment.
MAIL ETC. - LESSOR MILLENNIA AUTOMATED
PRODUCTS, INC. - LESSEE
/s/ JOYCE A. COFFIN /s/ KENT A EVANS
- ------------------- ----------------
Joyce A. Coffin Kent A. Evans
DATED: Sept. 28, 1998 DATED: 9-28-98
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1999
AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001076049
<NAME> MILLENNIA AUTOMATED PRODUCTS INC
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 43,497
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 167
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 43,664
<CURRENT-LIABILITIES> 2,500
<BONDS> 0
0
0
<COMMON> 201
<OTHER-SE> 40,963
<TOTAL-LIABILITY-AND-EQUITY> 43,664
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,614
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,614)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,614)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,614)
<EPS-BASIC> (.035)
<EPS-DILUTED> (.035)
</TABLE>
