U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Silver Bow Antique Aviation
-----------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 0-25997 91-1939533
------ ------- ----------
(State or other jurisdiction of SEC File (I.R.S. incorporation or
organization) Number Employer I.D. No.)
83-888 Ave. 51 (Box 1130)
Thermal, CA 92274
---------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (760) 398-9700
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
-----------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
- - ---------------------------------
Business Development.
- - ---------------------
Silver Bow Antique Aviation (the "Company") was organized under the laws
of the State of Nevada on April 28, 1994, under the name "Silver Bow Antique
Aviation". The Company was incorporated primarily to engage in the
restoration and maintenance of antique aircraft.
The Company's articles initially authorized the company, to issue a total
of 11,000 shares of stock, consisting of 10,000 common stock and 1,000 shares of
preferred stock both with a par value of $.001, see exhibit (a).
An amendment to the Articles of Incorporation of the Company on October
7, 1998, increased its authorized shares to 100,000,000 consisting of
99,999,000 common stock and 1,000 preferred shares all with par value o
$.001. Copies of the initial Articles of Incorporation and this amendment
are attached as exhibit (b).
Part III, Item 1.
The company owns two aircraft, hangared at Thermal Airport California.
One aircraft is a 1979 Piper Lance Turbo purchased in 1997 by Mr. Mork, the
majority stockholder for $98,000, and the other is a 1942 Stearman purchased
by Mr. Mork in 1994, for $80,000. Both aircraft are operational and have
minimal monthly expenditures of storage, operations, and maintenance. These
expenses are currently being paid by Magellan Capital Corporation, a related
party, in exchange for use of the aircraft. Dempsey K. Mork had the planes
refurbished and certain mechanical equipment updated prior to the planes
being added into Silver Bow Antique Aviation's asset base. Both aircraft are
now ready for sale. The Company expects at least one of the aircraft to be
sold in 1999. Other than seeking and investigating potential assets,
property or business to acquire, the Company has had no business operations
for the past four fiscal years. The Company intends to continue to seek the
acquisition of assets, property or business that may benefit the Company and
its stockholders. Management anticipates that an acquisition would require it
to issue shares of its common stock as the sole consideration for the
acquisition. This may result in substantial dilution of the shares of current
stockholders. The Company's Board of Directors shall make the final
determination whether to complete any such acquisition. The Company
makes no assurance that any future enterprise will be profitable or successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers will also be
restriction free. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be limited.
The company will be required to issue a substantial amount of
shares of its common stock to complete an acquisition, reorganization
or merger, usually amounting to between 80 and 90 percent of the outstanding
shares of the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business by
purchase, reorganization or merger, the Company will be required to file with
the Securities and Exchange Commission a Current Report on Form 8-K within 15
days of such transaction. A filing on Form 8-KA also requires the filing of
audited financial statements of the acquired venture, as well as pro forma
financial information consisting of a pro forma condensed balance sheet, pro
forma statements of income and accompanying explanatory notes, within 60 days
of the date of any such report.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history
of operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations;
its potential for growth, expansion and profit; the perceived public
recognition or acceptance of its products, services, trademarks and
name identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or identify,
without referring to specific objective criteria. The results of
operations of any specific entity may not necessarily be indicative of what
may occur in the future, by reason of changing market strategies, plant or
product expansion, changes in product emphasis, future management personnel and
changes in innumerable other factors. Further, in the case of a new business
venture or one that is in a research and development mode, the risks will be
substantial, and there will be no objective criteria to examine the
effectiveness or the abilities of its management or its business objectives.
Also, a firm market for its products or services may yet need to be
established, and with no past track record, the profitability of any such
entity will be unproven and cannot be predicted with any certainty.
Management or its legal counsel and authorized representatives will
attempt to meet personally with management and key personnel of the entity
sponsoring any business opportunity afforded to the Company, visit and
inspect material facilities, obtain independent analysis or verification of
information provided and gathered, check references of management and key
personnel and conduct other reasonably prudent measures calculated to ensure
a reasonably thorough review of any particular business opportunity; however,
due to time constraints of management and minimal resources to engage others,
these activities may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it through
personal contacts of directors, executive officers and principal stockholders,
professional advisors, broker-dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or
to otherwise compensate the persons who submit a potential business endeavor
in which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their
affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
Although the Company has not identified any potential acquisition
target, the possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest. Current
Company policy does not prohibit such transactions. Because no such
transaction is currently contemplated, it is impossible to estimate the
potential pecuniary benefits to these persons.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be
paid to members of management or to principal stockholders as consideration
for their agreement to retire a portion of the shares of common stock owned
by them. It is not anticipated that any such opportunity will be afforded to
other stockholders. In the event that such fees are paid, they may become a
factor in negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.
Management may actively negotiate or otherwise consent to the purchase of any
portion of its common stock as a condition to, or in connection with, a
proposed merger or acquisition. In such an event, the Company's remaining
stockholders may not be afforded an opportunity to approve or consent to any
particular stock buy out transaction.
The Company's officers and directors in the past have not used any
particular consultants and do not intend to use any consultants in regard to
this Company.
Although it is not formally prohibited by Company policy, it is not
expected that the Company will borrow funds in order to make payment to its
management, promoters or their affiliates or associates in connection with
any buy out transaction.
Management intends to submit for quotations of its common stock on the OTC
Bulletin Board of the National Associates of Securities Dealers, Inc. ("NASD");
however, management has had no discussions with any broker-dealer in this
respect.
Risk Factors.
In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and subject to the same types of risks inherent in any new
or unproven venture, and will include those types of risk factors outlined
below.
No Source of Revenue. The Company has had no revenue for the past three
fiscal years or to the date hereof. Nor will the Company receive any
revenues until it completes an acquisition, reorganization or merger, at the
earliest. During the fiscal year ended December 1998 the Company realized
net gains of $0. Even though there has been minimal activity since 1994, there
are some on going accounts such as annual registrations, and routine
maintenance. The majority stockholder (Dempsey K. Mork, President of Silver
Bow Antique Aviation) has been paying the incidental costs which have been
considered part of his compensation for which he was issued stock which are
already reflected in the financials. Nonetheless there is an attached
Independent Auditors Report, dated February 9, 1999, for the Company's most
recent audited financial statements. The Company can provide no assurance
that any acquired venture will produce any material revenues for the Company
or its stockholders or that any such venture will operate on a profitable
basis. Except as indicated under the heading Plan of Operation" of the caption
"Management's Discussion and Analysis or Plan of Operation," Part I, Item 2,
herein, there are no plans, proposals, agreements or understandings with
respect to the sale or issuance of additional securities by the Company prior
to the location of an acquisition or merger candidate or over the next twelve
month period.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business
that it may acquire, potential investors in the Company will have virtually
no substantive information upon which to base a decision of whether to invest
in the Company. Potential investors would have access to significantly more
information if the Company had already identified a potential acquisition or
if the acquisition target had made an offering of its securities directly to
the public. The Company can provide no assurance that any investment in the
Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, the Company has not identified any particular industry or business
in which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
invest. To the extent that the Company may acquire a business in a high-risk
industry, the Company will become subject to those risks. Similarly, if the
Company acquires a financially unstable business or a business that is in the
early stages of development, the Company will become subject to the numerous
risks to which such businesses are subject. Although management intends to
consider the risks inherent in any industry and business in which it may
become involved, there can be no assurance that it will correctly assess such
risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals
or arrangements to acquire any specific assets, property or business.
Accordingly, it is unclear whether such an acquisition would take the form of
an exchange of capital stock, a merger or an asset acquisition. However,
management expects that any such acquisition would take the form of an
exchange of capital stock. See Part I, Item 2 of this Registration Statement.
The National Securities Markets Improvement Act of 1996 provides an
exemption from state regulation of offerings of "covered securities."
"Covered securities" include, among other things, transactions by persons
other than issuers, underwriters or dealers, and certain transactions by
dealers, in securities of issuers that file reports with the Securities and
Exchange Commission. Upon the effectiveness of this Registration Statement,
the Company will become subject to the reporting requirements of Section 13
of the Exchange Act.
Dependence on Management. The Company will be entirely dependent upon its
management in locating any suitable acquisition or merger candidate. The
Company has no employment agreements with management and does not maintain
"key man" life insurance for such individuals.
Management to Devote Insignificant Time to Activities of the
Company. Members of the Company's management are not required to devote
their full time to the affairs of the Company. Because of their time
commitments, as well as the fact that the Company has limited business
operations, the members of management anticipate that they will devote less
than 10% of their working hours to the activities of the Company, at least
until such time as the Company has identified a suitable acquisition target.
Loss of Corporate Control. Management anticipates that any merger or
acquisition transaction will require the Company to issue shares of its
common stock as the sole consideration for such transaction. Such an
issuance would almost certainly result in a change in control of the Company
and may also result in substantial dilution of the shares of current
stockholders.
Conflicts of Interest, and Related Party Transactions. Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Such a transaction may occur if
management deems it to be in the best interests of the Company, the merger
project itself, and or the company's shareholders.
Voting Control. Due to his ownership of a majority of the Company's outstanding
voting securities, Dempsey K. Mork, the President and a director of the
Company, has the ability to elect all of the Company's directors, who in
turn elect all executive officers, without regard to the votes of other
stockholders. Mr. Mork's present beneficial ownership amounts to
approximately 85% of the outstanding voting securities of the Company. See
Part I, Item 4.
No Market for Common Stock; No Market for Shares. Although the Company
intends to submit for listing of its common stock on the OTC Bulletin Board
of the National Association of Securities Dealers, Inc. (the "NASD"), there
is currently no market for such shares; and there can be no assurance that
such a market will ever develop or be maintained. Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions,
may adversely affect the market price of the Company's common stock in any
market that may develop.
There has been no "established public market" for the Company's
common stock during the past four years. At such time as the Company
completes an acquisition, reorganization or merger transaction, if at all, it
may attempt to qualify for listing on either NASDAQ or a national securities
exchange. However, at least initially, any trading in its common stock will
most likely be conducted in the over-the-counter market in the "Pink Sheets"
or the OTC Bulletin Board of the NASD.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years),
or with average revenues of less than $6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account. Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."
Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of any
investor for transactions in such stocks before selling any penny stock to that
investor. This procedure requires the broker-dealer to (i) obtain from the
investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on
that information, that transactions in penny stocks are suitable for the
investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions;
(iii) provide the investor with a written statement setting forth the basis
on which the broker-dealer made the determination in (ii) above; and (iv)
receive a signed and dated copy of such statement from the investor,
confirming that it accurately reflects the investor's financial situation,
investment experience and investment objectives. Compliance with these
requirements may make it more difficult for investors in the Company's common
stock to resell their shares to third parties or to otherwise dispose of
them.
Year 2000.
- ----------
The Company is not presently engaged in any substantial business
operations. Management does not believe that computer problems associated
with the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with
or acquire a business that will be negatively affected by the "year 2000"
problem. The effect of such problem or the Company in the future can not be
predicted with any accuracy until such time as the Company identifies a merger
or acquisition target.
Principal Products and Services.
- -------------------------------
The only activities to be conducted by the Company are to manage its
current limited assets and to seek out and investigate the acquisition of any
viable business opportunity by purchase and exchange for securities of the
Company or pursuant to a reorganization or merger through which securities of
the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker-dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
- --------------------------------
Competitors include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets. There is no
reasonable way to predict the competitive position of the Company or any
other entity in the strata of these endeavors; however, the Company
will no doubt be at a competitive disadvantage in competing with entities
which have recently completed IPO's, have significant cash resources and have
recent operating histories when compared with the complete lack of any
substantive operations by the Company for the past several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
- ----------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- -----------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
- -------------------------------------------------------------
The Company currently produces no products or services, therefore, it is
not presently subject to any governmental regulation in this regard. However,
in the event that the Company engages in a merger or acquisition transaction
with an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on
Business.
- -----------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as
of August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more.
The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc. ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- -------------------
None, however Management which consists of Dempsey K. Mork and Randall
A. Baker were given shares in the company to represent, guide, and direct the
company on behalf of its shareholders.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- - -------------------------------------------------------------------
Plan of Operation.
- - ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the past four fiscal years. The company
owns two aircraft and they are both are for sale. The company expects at
least one of the aircraft to be sold in 1999. The Company's plan of operation
for the next 12 months is to continue to seek the acquisition of assets,
property or business that may benefit the Company and its stockholders.
Management anticipates that to achieve an acquisition, the Company will be
required to issue shares of its common stock as the sole consideration for
any such venture.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, and the payment on the management contract as well as the
payment on its note, which may be advanced by management or principal
stockholders as loans to the Company, or shares of the company issued in
lieu of a loan. Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan. However, there are no
preliminary agreements or understandings with respect to loan agreements by
officers, directors, principals or affiliates of the Company and any such
loan will not exceed $25,000 and will be on terms no less favorable to the
Company than would be available from a commercial lender in an arm's length
transaction. As of the date of this Registration Statement, the Company has
not actively begun to seek any such venture.
Results of Operations.
- - ---------------------
The Company has had no material operations since inception. Losses were
$.0, $.0, ($936.), $.0, and $.0 respectively, for the fiscal years ended
December 31, 1994, 1995, 1996, 1997 and 1998. 1996 losses resulted from the
issuances of shares of common stock of the company for services rendered. These
services primarily related to maintaining the Company in good standing and
"due diligence" activities with respect to its history and past operations
were performed and paid for by Magellan Capital Corporation, a related party.
These activities have included confirming good standing, reviewing stock
transfer records and Articles of Incorporation, as amended, and arranging for
the preparation and auditing of financial statements. These activities were
undertaken in contemplation of the preparation of this Registration Statement.
Liquidity.
- - ---------
The Company had no liquidity during the fiscal years ended December 31,
1994 through 1998. Except as stated under the heading "Plan of Operation,"
above, the Company does not contemplate raising capital over the next twelve
months by issuance of debt or equity securities. The Company has no loan
agreements with any officer or director.
Ordinarily any fees paid to management in connection with the
reorganization are first used to pay liabilities. If there are no funds
available, it is expected that management would contribute these amounts to
capital to pay these liabilities in hopes of enhancing the value of their
stock ownership.
Item 3. Description of Property.
- - ---------------------------------
The Company has two operational aircraft hangared in the Thermal
California Airport. One is a 1979 Piper Lance Turbo purchased in1997 by Mr.
Mork for $98,000, and the other is a 1942 Stearman purchased by Mr. Mork in
1994 for $80,000. Both aircraft require minimal expenditures for storage,
operations, and maintenance. These minimal expenses are currently being
absorbed by Magellan Capital Corporation, a related party, in exchange for
use of the aircraft. Both aircraft are for sale. The Company expects at
least one of the aircraft to be sold in 1999. The company's principal
executive office address and telephone number are that of Mr. Mork's
business, and are provided at no cost. Because the Company has
limited current business operations, its activities have primarily been
limited to keeping itself in good standing in the State of Nevada, and with
preparing this Registration Statement and the accompanying financial
statements. These activities have consumed an insignificant amount of
management's time; accordingly, the costs to Mr. Mork of providing the use
of business and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof, to wit:
Note: Mr. Mork is considered to be a beneficial owner as described
by 13d-3 (a), and (b) of regulation 13-D. Neither the Pension Plan
or the Profit Sharing Plans have pending or planned termination
dates.
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- - ---------------- ------------------ --------
Dempsey K. Mork
Magellan Capital Corp. 597,600 19.99%
83-888 Ave. 51 (Box 1130)
Thermal, CA 92274
Dempsey K. Mork
Magellan Capital Corp. 900,000 30.00%
Pension Plan and Trust
83-888 Ave. 51 (Box 1130)
Thermal, CA 92274
Dempsey K. Mork
Magellan Capital Corp.
Profit Sharing Plan and Tr 900,000 30.00%
83-888 Ave. 51 (Box 1130)
Thermal, CA 92274
Dempsey K. Mork 148,500 4.97%
83-888 Ave. 51 (Box 1130)
Thermal, CA 92274
Robert J. Filiatreaux 73,800 2.47%
77545 Chillon
La Quinta, CA 92253
Randall A. Baker 61,200 2.05%
P.O. Box 1025
Morongo Valley, CA 92256
Norbert L. LeBoeuf 55,800 1.87%
P.O. Box 3171
Palm Springs, CA 92262
Security Ownership of Management.
- - ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 12/31/98 of Class
- - ---------------- ------------------ -------------
Dempsey K. Mork 148,500 4.97%
83-888 Ave. 51 (Box 1130)
Thermal, CA 92274
Robert J. Filiatreaux 73,800 2.47%
77545 Chillon
La Quinta, CA 92253
Randall A. Baker 61,200 2.05%
P.O. Box 1025
Morongo Valley, CA 92256
Norbert L. Le Boeuf 55,800 1.87%
P.O. Box 3171
Palm Springs, CA 92262
Totals: 337,500 11.36%
See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, Part I, Item 5, for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.
Changes in Control.
- - -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- - -------- -------------------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These are the only persons whose
activities are expected to be material to the Company prior to the completion
of any merger or acquisition transaction. They will serve until the next
annual meeting of the stockholders (held in November of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- - ---- ---- ----------- --------------
Dempsey K. Mork Director and ________
President
Randall A. Baker Secretary ________
Business Experience.
Dempsey Mork is the majority shareholder, President, and Chairman of the Board
of Silver Bow Antique Aviation since its formation. Mr. Mork is a officer
and director in the following corporations. Magellan Capital Corporation,
Ovvio Better Life, Inc., AG Holdings, Inc., Knickerbocker Capital Corporation,
Apex Capital Group, Inc., Asian Financial Inc., Nicole Industries, Inc.,
Northstar Ventures, Inc., Orion U.S.A. Inc., Southwest Holding and
Development, and Stonebridge Investment,Inc. One of Mr. Morks business
activities is bringing private companies public through a takeover/merger
with a public company. In addition, Mr. Mork assists these companies in
complying with securities regulations, and raising capital. Mr. Mork has
helped arrange over twenty takeover/mergers in the past 10 years. Most of
these transactions involved European and Chinese companies, which became US
public companies. Beginning in 1992 through 1996 Mr. Mork maintained offices
in Geneva, Switzerland and for part of that time Hong Kong. During this
period, in addition to takeover/mergers, Mr. Mork arranged financing for
small US public companies from European and Asian financial institutions.
Randall A. Baker. Mr. Baker is 53 years old. He attended the
University of Minnesota. After a tour in the United States Navy and a
navigation teaching stint in San Francisco, he began his investment
career with the Pacific Coast Stock Exchange followed by employment with a
number of major brokerage houses. He then was employed for twenty years as
Executive Vice President with Wm. Mason & Company, an Investment Counseling
firm in Los Angeles. Mr. Baker designed and implemented all data systems, was
responsible for trading, personnel and was the client/broker liaison. Mr.
Baker is currently employed as the Vice President for Magellan Capital
Corporation, a merger and acquisition firm.
Other Public Company Activities.
- - -------------------------------
Mr. Dempsey K. Mork also serves as a director and executive officer of
other public companies like this one, (see below), which may give rise to a
conflict of interest in seeking acquisition of any property, assets and
business, by reorganization, merger or otherwise. Mr. Mork believes there
may be an implied or interpreted conflict of interest in serving as a director
or executive officer in these companies because of the way companies are chosen
for merger projects. A public company is chosen for a merger project based
on a number of factors; shareholder base, number of shares authorized and
outstanding, structure of the company as stated in the Articles of Incorporation
and in the By-Laws, etc. Mr. Mork is suggesting that an unsophisticated investor
of one of the shell companies not chosen for a particular merger project, may
view the exercise as a possible conflict of interest, instead of the public
company being chosen for its merits towards the project.
SEC
Name of Company File No. Positions held Appointed Resigned
- - --------------- ------- -------------- --------- --------
Ovvio Better Life, Inc. 0-23180-WA President and 06/01/93 NA
Director
A. G. Holdings, Inc. 0-23180-WA President and 07/31/93 NA
Director
Knickerbocker Capital 33-15596-D-CO President and 11/18/94 NA
Director
Significant Employees.
- - ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- - ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- - -----------------------------------------
During the past four years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- - --------------------------------
None
(1) In April, 1994, 946,500 shares of "unregistered" and
"restricted" shares of the Company's common stock, were
issued to:
597,600 Magellan Capital Corp.
148,500 Dempsey K. Mork
61,200 Randall A. Baker
73,800 Robert J. Filiatreaux
55,800 Norbert L. Le Boeuf
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments. However each of the directors were
given common stock in the company for services that they will be rendering,
such as keeping the company current, (regulatory filings etc.) and helping in
the pursuit of merger candidates.
Paragraph (b)(Summary Compensation Table)
The total of "ALL" Executive Compensation for the Silver Bow Officers
(Dempsey K. Mork, President and Randall A. Baker, Secretary) and the two
consultants, (Robert J. Filliatreaux and Norbert L. LeBoeuf) has been
recognized by the issuance of the company's common stock valued at the
stated Par Value of $.001 per share as follows:
Name Title No of shares Total Value @$.001/sh
Dempsey K. Mork Pres 148,500 $148.50
Randall A. Baker Secy 61,200 61.20
Robert J. Filliatreaux Consul 73,800 73.80
Norbert L. LeBoeuf Consul 55,800 55.80
Total 339,300 $ 339.30
While the services rendered may have been worth more than the par value of
the common stock issued, these individuals are willing to wait for the
anticipated future stock appreciation.
Paragraph (c)(1) and (2) (Option/SAR Grants Table
There are no Options or SAR Grants (Stock Appreciation Rights) for Silver
Bow Antique Aviation.
Parargraph (e)(Long Term Incentive Plan Awards Table)
There are no Long Term Incentive Plan Awards for Silvewr Bow Antique
Aviation.
Paragraph (g) (Compensation of Directors)
The Directors of Silver Bow are the President (Dempsey K. Mork.) and
Secretary (Randall A. Baker). There are no compensation plans for the
Directors of Silver Bow Antique Aviation.
Paragraph (h) (Employment Contracts, Terminations of Employment, and Change in
Control Arrangements)
There are no such Contracts or Agreements for Silver Bow Antique Aviation.
Paragraph (i) (1) and (2) (Report on Repricings of Options/SAR's)
Since there are no Option/SAR's Grants Agreement for Silver Bow Antique
Aviation, this report is not required.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to
be a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, in April, 1994,
946,500 shares of "unregistered" and "restricted" shares of the Company's
common stock, were issued to:
597,600 Magellan Capital Corp.
148,500 Dempsey K. Mork
61,200 Randall A. Baker
73,800 Robert J. Filiatreaux
55,800 Norbert L. Le Boeuf
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments. However each of the directors were
given common stock in the company for services that they will be rendering,
such as keeping the company current, (regulatory filings etc.) and helping in
the pursuit of merger candidates.
Reg. 224.402. Item 402 Section (a)(1)(I) Small Business Issuers provides
that a registrant qualifying as "Small Business Issuer" will be deemed to
comply with this item (402) if it provides the information required by
Paragraph (b) (Summary compensation Table)
Paragraphs (c)(1) and (c) (2)(i)-(V) (Option), SAR Grant
Table),
Paragraph (a) Aggregated Option/SAR Exercise and Fiscal
Year-end Option/SAR Value Table)
Paragraph (e) (Long Term Incentive Plan Awards Table),
Paragraph (g) (Compensation of Directors)
Paragraph (h) (Employment Contracts, Termination of
Employment and Change of Control Arrangements),
and,
Paragraphs (i)(1) and (2) Report on Repricings of
Options/SARs of this item (402).
Paragraph (b)(Summary Compensation Table)
The total of "ALL" Executive Compensation for the Silver Bow Officers
(Dempsey K. Mork, President and Randall A. Baker, Secretary) and the two
consultants, (Robert J. Filliatreaux and Norbert L. LeBoeuf) has been
recognized by the issuance of the company's common stock valued at the
stated Par Value of $.001 per share as follows:
Name Title No of shares Total Value @$.001/sh
Dempsey K. Mork Pres 148,500 $148.50
Randall A. Baker Secy 61,200 61.20
Robert J. FilliatreauxConsul 73,800 73.80
Norbert L. LeBoeuf Consul 55,800 55.80
Total 339,300 339.30
While the services rendered may have been worth more than the par value of
the common stock issued, these individuals are willing to wait for the
anticipated future stock appreciation.
Paragraph (c)(1) and (2) (Option/SAR Grants Table
There are no Options or SAR Grants (Stock Appreciation Rights) for
Silver Bow Antique Aviation.
Parargraph (e)(Long Term Incentive Plan Awards Table)
There are no Long Term Incentive Plan Awards for Silvewr Bow Antique
Aviation.
Paragraph (g) (Compensation of Directors)
The Directors of Silver Bow are the President (Dempsey K. Mork.) and
Secretary (Randall A. Baker). There are no compensation plans for the
Directors of Silver Bow Antique Aviation.
Paragraph (h) (Employment Contracts, Terminations of Employment, and Change in
Control Arrangements)
There are no such Contracts or Agreements for Silver Bow Antique Aviation.
Paragraph (i) (1) and (2) (Report on Repricings of Options/SAR's)
Since there are no Option/SAR's Grants Agreement for Silver Bow Antique
Aviation, this report is not required.
The Company has no plans or future policies under which it will pay or accrue
compensation to its directors, executive officers or any other persons for
services related to seeking business opportunities or completing a merger or
acquisition transaction.
Part I, Items 1 and 6, respectively.
Parents of the Issuer.
- ----------------------
The Company has no parents. See the caption "Business Development,"
Part I, Item 1, of this Registration Statement.
Transactions with Promoters.
- ----------------------------
Except as indicated under the heading "Transactions With Management and
Others" of this caption, there have been no material transactions, series of
similar transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see the captions
"Business Development" and "Executive Compensation" of this Registration
Statement, Part I, Items 1 and 6, respectively.
Item 8. Description of Securities.
- -----------------------------------
The Company's Articles of Incorporation, as amended, authorize the
Company to issue 100,000,000 shares of stock, 99,999,000 common stock and 1000
preferred; each share has a par value of one mill ($0.001). The holders of
the Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors. The
Company currently has 1,050,000 shares issued and outstanding.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of common
stock are entitled to share equally in corporate assets after satisfaction
of all liabilities. All shares of the common stock now outstanding are
fully paid and non-assessable.
There are no outstanding options, warrants or calls to purchase any of
the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change
in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other
Stockholder Matters and Market Information.
--------------------- - -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers ("NASD");
however, management does not expect any public market to develop unless and
until the Company completes an acquisition, reorganization or merger. In any
event, no assurance can be given that any market for the Company's common
stock will develop or be maintained. If a public market ever develops in the
future, the sale of "unregistered" and "restricted" shares of common stock
pursuant to Rule 144 under the Securities Act of 1933 by members of
management may have a substantial adverse impact on any such public market,
and current members of management have already satisfied the one year
"holding period" requirement of Rule 144. For non-affiliates who have
held their securities for at least two years, certain limitations of Rule
144, for example, the limitation on the amount of securities sold in any
three month period, are lifted. See the caption "Security Ownership of
Certain Beneficial Owners," Part I, Item 4, of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 8.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends
in the foreseeable future. The future dividend policy of the Company cannot
be ascertained with any certainty, and if and until the Company completes any
acquisition, reorganization or merger, no such policy will be formulated.
There are no material restrictions limiting, or that are likely to limit, the
Company's ability to pay dividends on its securities.
Item 2. Legal Proceedings.
-----------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent
of the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------------------- - ------------------------------------
There have been no changes in the Company's principal independent
accountant. The current accounting firm for the Company audited its last
financial statements for the years ended December 31, 1994, 1995, 1996, 1997
and 1998.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
none
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes a
Nevada corporation to indemnify any director, officer, employee, or corporate
agent "who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the
right of the corporation" due to his or her corporate role. Section 78.751(1)
extends this protection "against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if
he or she acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the
right of the corporation. The party must have been acting in good faith and
with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification
must not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or agent is
successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the
defense."
Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and 78.751(2) to situations in which either (1) the stockholders,
(2)the majority of a disinterested quorum of directors, or (3) independent
legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may advance
an officer's or director's expenses incurred in defending any action or
proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides that
the rights to indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement, stockholder vote or
vote of disinterested directors. Section 78.751(6)(b) extends the rights to
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors, and administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
Other Agreements
Magellan Capital Corporation starting in 1999 has a management agreement
with Silver Bow Antique Aviation to provide the following services:
Accounting, general administrative, and tax filing;
Year-end audit for 10-KSB filing;
Office Accomodations;
SEC compliance and quarterly 10QSB filings; and
Searching for potential merger candidates.
The contract is renewable each year and will cost Silver Bow Antique
Aviation an annual fee of $10,000 or its equivalent in shares of the company.
Fair Value of Assets
FAS No 121 concerning the impairment of Long Lived Assets, such as Airplanes
provides for an assessment and measurement. Whenever events or changes in
circumstances indicate that the carrying amount of such assets may not be
recoverable, FAS 121 requires that the entity (Silver Bow Antique Aviation)
estimate the future cash flows expected from the use of the asset and its
eventual disposition. If the result of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount
of the assets, an "Impairment Loss" is recognized. Measurement of an
Impairment Loss for these assets (2 aircraft) should be based on the fair
value of the asset.
Plane Cost Basis Estimated Fair Value*
Stearmen $80,000 $ 90,000 to $100,000
Piper 98,000 $150,000
*Based on current fair market values.
In view of the above, there is no "Impairment Loss" on either of these planes.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
(I) Audited Financial Statements December 31, 1998, 1997, 1996, 1995 and
1994
Independent Auditors' Report
Balance Sheets Statements of Operations
Statements of Stockholders' Equity Statements of Cash Flows
Notes to the Financial Statements
PART III
Item 1. Index to Exhibits. - ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
Exhibits
Number Description*
- ------ ------------
1.1 Articles of Incorporation of Silver Bow Antique Aviation filed
4-28-94
1.2 Articles of Amendment to Articles of Incorporation, filed on
12-31-98
1.3 Auditors consent form dated 2-9-99
1.4 By-laws
27 Financial Data Schedule**
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.
Silver Bow Antique Aviation
Date: 5/4/99 By: /s/ Dempsey K. Mork
---------- ------------------------
Dempsey K. Mork, Director
and President
SILVER BOW ANTIQUE AVIATION
(A Development Stage Company)
Index to Financial Statements and Supplementary Data
Pages
Independent Auditors' Report
......................................................... F-2
Balance Sheets as of December 31, 1998,
1997, 1996, 1995 and 1994
........................................................ F-3
Statements of Operations for the Years or Periods Ended
December 31, 1998, 1997, 1996, 1995 and 1994
.......................................................... F-4
Statements of Cash Flows for the Years or Periods Ended
December 31, 1998, 1997, 1996, 1995 and 1994
........................................................... F-5
Statements of Stockholders' Equity for the Periods
through December 31, 1998
............................................................ F-6
Notes to Financial Statements
............................................................ F-7
Schedules:
All schedules are omitted as the required information is included in the
financial statements or notes thereto, or is not present in sufficient
amounts.
The Board of Directors
Silver Bow Antique Aviation
(a Development Stage Company)
Thermal, California
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheets of Silver Bow Antique Aviation
( a Development Stage Company), as of December 31, 1998, 1997, 1996, 1995 and
1994 and the related statements of operations, cash flows, and changes in
stockholders' equity for the years or periods then ended. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit 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 provides a
reasonable basis for my opinion.
* Silver Bow Antique Aviation is a company in the development stage, and as
such, is not a "Going Concern Company". Silver Bow Antique Aviation has
assets consisting of two aircraft and it will not be commencing operations
in 1999, even though one of the aircraft may be sold in 1999.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Silver Bow Antique Aviation
as of December 31, 1998, 1997, 1996, 1995 and 1994, and the results of its
operations and cash flows for each of the years or periods then ended in
conformity with generally accepted accounting principles.
*This audit has been restated to clarify the company's "Going Concern"
status as reported in the financials, under income and expenses as well as
the notes attached thereto.
Julius A. Otto
Monterey Park, California
February 9, 1999 and September 17, 1999 and March 2, 2000
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS AS OF DECEMBER 31,
1998 1997 1996 1995 1994
CASH $ 2,054 $-0- $-0- $-0- $-0-
ANTIQUE AIRCRAFT (NOTE 2) 178,000
TOTAL ASSETS $180,054 $-0- $-0- $-0- $-0-
LIABILITIES AND STOCKHOLDERS'EQUITY
CURRENT LIABILITY
CURRENT PORTION OF NOTE PAYABLE 17,800 -0- -0- -0- -0-
(Note 2)
TOTAL CURRENT LIABILITY 17,800 -0- -0- -0- -0-
NOTE PAYABLE (NOTE 2) 160,200 -0- -0- -0- -0-
TOTAL LIABILITIES 178,000 -0- -0- -0- -0-
STOCKHOLDERS' EQUITY (NOTE 1)
PREFERRED STOCK - PAR VALUE $.001
AUTHORIZED 1,000 SHARES
OUTSTANDING -0- SHARES
COMMON STOCK PAR VALUE, $.001
AUTHORIZED 99,900,000 SHARES
OUTSTANDING 2,990,000 SHARES
IN 1998, 936,900 IN 1996 2,990 936 936 -0- -0-
PAID-IN CAPITAL -0- -0- -0- -0- -0-
ACCUMULATED (DEFICIT) (936) (936) (936) -0- -0-
TOTAL STOCKHOLDERS' EQUITY 2,054 -0- -0- -0- -0-
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $180,054 $-0- $-0- $-0- $-0-
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL
STATEMENTS.
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
DECEMBER 31,
1998 1997 1996 1995 1994
REVENUES
INCOME $ 2890 $ 2890 $ 2890 $1145 $-0-
TOTAL REVENUES 2890 2890 2890 1145 -0-
OPERATING EXPENSES
CONSULTING SERVICES -0- -0- 936 -0- -0-
MISC. OPERATING EXPENSES 2890 2890 2890 1145 -0-
OPERATING INCOME (LOSS) -0- -0- ( 936) -0- -0-
OTHER INCOME (EXPENSES) -0- -0- -0- -0- -0-
PRETAX INCOME (LOSS) $ -0- $ -0- ( 936) -0- -0-
AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 962,196 936,900 505,926 -0- -0-
INCOME PER SHARE -0- -0- NIL -0- -0-
DILUTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -0- -0- -0- -0- -0-
INCOME (LOSS) PER SHARE $ -0- $ -0- $ NIL $-0- $-0-
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL
STATEMENTS.
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 31,
1998 1997 1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES $ -0- $-0- $-0- $-0- $-0-
NET PROFIT (LOSS) -0- -0- (936) -0- -0-
CASH (USED) BY OPERATING ACTIVITIES -0- -0- (936) -0- -0-
CASH FLOWS FROM INVESTING ACTIVITIES
NOTE PAYABLE EXECUTED 178,000 -0- -0- -0- -0-
PURCHASE OF COMMON STOCK 2,054 -0- -0- -0- -0-
CASH PROVIDED BY INVESTING ACTIVITIES 180,054 -0- -0- -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES
ACQUISITION OF ANTIQUE AIRCRAFT (178,000) -0- -0- -0- -0-
CASH (USED) IN FINANCING ACTIVITIES (178,000) -0- -0- -0- -0-
INCREASE (DECREASE) IN CASH 2,054 -0- -0- -0- -0-
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD -0- -0- -0- -0- -0-
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 2,054 -0- -0- -0- -0-
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL
STATEMENTS.
SILVER BOW ANTIQUE AVIATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31
ADDITIONAL
PAID-IN ACCUMULATED
SHARES COMMON STOCK CAPITAL DEFICIT
TOTALS
BALANCE AT
12/31/94 -0- $ -0- $ -0- -0-
BALANCE AT
12/31/95 -0- $ -0- $ -0- $ -0-
SHARES ISSUED,
AT PAR, VALUE,
FOR CONSULTING
SERVICES 936,900 936 -0- ( 936)
BALANCE AT
12/31/96 $936,900 $ 936 $ -0- ($ 936)
BALANCE AT
12/31/97 $936,900 $ 936 $ -0- $ -0-
PURCHASE OF
COMMON STOCK,
FOR CASH AT
PAR VALUE 2,053,500 2,054 -0- -0-
$2,054
BALANCE AT
12/31/98 2,990,400 $ 2,990 -0- ($ 936)
$2,054
AFTER 900:1 STOCK SPLIT AUTHORIZED ON OCTOBER 15, 1998. SHARES
ISSUED IN 1996 FOR SERVICES RENDERED ARE STATED AT POST SPLIT PAR
VALUES.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL
STATEMENTS.
SILVER BOW ANTIQUE AVIATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997, 1996, 1995 AND 1994
NOTE 1 - ORGANIZATION AND BUSINESS PURPOSE
The Company was incorporated, in the State of Nevada on April 28, 1994.
The original authorized preferred and common shares were 1,000 and 10,000
respectively. The Company had no activity until 1996. During 1996 certain
consulting services were rendered to the Company by individuals and the
majority stockholder (a Nevada Corporation doing business in California).
The value of such services were at the par value of 1,041 shares issued on
July 15, 1996 and have been stated on the attached balances sheet,
statement of operations and cash flows at $936, which amount reflects
the par value of the original issue stock on the date of the 900:1 stock
split (October 15, 1998).
There were no business activities during 1997 other than those incidental
item discussed in Note 3.
On December 30, 1998, 2,053,500 shares were purchased, for cash, at par
value.
In addition the company acquired, at fair market value two (2) antique
aircraft by executing a note payable to the majority shareholder for
$178,000. The aircraft were refurbished and certain mechanical and
electronic equipment updated prior to their addition to Silver Bow's
Asset base by the major stockholder. Both aircraft are now for sale.
* NOTE 2 - NOTES PAYABLE
During 1998 the Company acquired two antique aircraft for purposes of sale.
The aircraft were acquired by issuing, to the majority stockholder, notes
payable in the total amount of $178,000. Annual principal payments of
$17,800 are due each December 31, commencing December 31, 1999 until fully
paid on December 31, 2009, interest is to be paid, commencing on January 1,
1999 on the aforementioned note, annually, at 6%.
The notes are collateralized by the aircraft and were recorded at Dempsey
K. Mork's cost basis, (the major stockholder).
* NOTE 3 - GOING CONCERN AND INCIDENTAL COSTS
Silver Bow Antique Aviation is a company in the development stage, and as
such, is not a "Going Concern Company". Silver Bow Antique Aviation has
assets consisting of two aircraft and it will not be commencing operations
in 1999, even though one of the planes may be sold in 1999.
Incidental costs for operating expenses and to maintain the legal
registration of the Company in the State of Nevada and with any other
agency have been paid by Dempsey K. Mork, the President/owner of
Magellan Capital and have been offset by the occasional use of the (2)
aircraft.
NOTE 4 - CONSULTING SERVICES
During December 1998 and to be effective beginning January 1, 1999 the
Company has executed a management services contract with the majority
stockholder.
Such contract requires the minimum payment of $10,000 per year for five (5)
years commencing in 1999 for the following activities; Accounting; General
Administrative; Tax filing; Office accommodations; and year end auditing for
10-KSB reporting; S.E.C. compliance and quarterly 10QSB filings and other
associated reports; searching for potential merger candidates
The term of this agreement provides for the annual payment of $10,000.
(USD), either in cash or an issuance of common stock of Silver Bow
Antique Aviation to Magellan Capital Corporation. This agreement is for a
5 year period commencing with the first year January 1, 1999 and ending
with the 5th year December 31, 2003.
* Note 5 - Impairment of Long Lived Assets
FAS No 121 concerning the impairment of long lived assets, such as Airplanes
provides for assesment and measurement analysis.
Whenever events or changes in circumstances indicate that the carrying amount
of such assets may not be recoverable, FAS 121 requires that the entity
(Silver Bow Antique Aviation) estimate the future cash flows expected
(un-discounted and without interest charges) is less than the carrying
amount of the asset, an "Impairment Loss" is recognized. Measurement of
an Impairment Loss for these assets (2 aircraft) should be based on the fair
value of the asset.
Plane Cost Basis Estimated Fair Value**
- -----------------------------------------------------------------------------
Stearmen $80,000 $ 90,000 to $100,000
Piper 98,000 150,000
** Based on Current Fair Market Values
In view of the above, there is no "Impairment Loss" on eith of these
planes.
* Either restated or added for clarification purposes only.
No. Lc4q4-
NAME OF INCORPORATOR or director Dempsey K. Mork
DEAN HELLER, SECRETARY OF STATE
CERTIFY [FLAT.
1.They constitute at least two-thirds of the original
incorporators or of the directors of Silver Bow Antique Aviation a Nevada
Corporation.
2. The Original Articles were filed In the OFFICE OF The
Secretary of State
3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required by
the provisions of the articles of incorporation have voted in favor of the
amendment is : 1,041
4. They hereby adopt the following amendments to the
articles of incorporation of this corporation/
ARTICLE Two,
The registered office of this corporation is at 1100 East
William Street, Suite 207, Carson City, Neveda 89701. The resident agent is
GKL Statutory Agent and Filing Service, Inc.
ARTICLE FOUR
The amended maximum number of shares of all classes which the
corporation is authorized to have outstanding is one hundred million
(100,000,000). This consists of 99,999,000 shares of common stock. All par
value$.001 and uneffected 1000 shares of preferred stock, al par value
$.001. The holders of the preferred stock shall have such rights,
preferences and privileges as may be determined prior to the issuance of
such shares, by the Board of Board of Directors.
/s/ Dempsey K. Mork
Notary
STATE OF N EVADA
ARTICLES OF INCORPORATION
APR 2 8 1994
OF
CHERYL A. LAU SECRETARY OF STATE
SILVER BOW ANTIQUE AVIATION
The undersigned, desiring to form a Corporation for profit under the
Central Corporation
Law of Nevada, does hereby certify-
FIRST- The name of the corporation shall be Silver Bow Antique
Aviation.
SECOND-. The name of the natural person or corporation designated
as the Corporation's resident agent is State Agent and Transfer Syndicate,
whose address is 311 N . C a r s o n , Carson City Nevada 89701.
THIRD: The purpose for which the corporation is formed is to
engage in any lawful activity.
Fourth: The maximum number of shares of all classes which
the Corporation is authorized to have outstanding is eleven thousand (11,000)
shares, consisting of ten thousand (10,000) shares of Common Stock, and
one thousand (1,000) shares of Preferred Stock, all par value $.001. The
holders of Preferred Stock shall have Such rights, preferences, and
privileges as may be determined, prior to the issuance of such shares, by
the Board of Directors.
FIFTH: The members of the governing body shall be styled
directors and the initial number of directors shall be not less than 1, The
name and office address of the first Board of Directors, to serve until its
successor is elected and qualified. is as follows:
Dempsey K Mork, 9551 Wilshire Boulevard, Second Floor, Beverly
Hills, California 90212.
The number of directors may be increased of decreased[ (but not less
than one) pursuant to the provisions of the corporation's bylaws and Chapter
78 of the Nevada Revised Statutes.
SIXTH: No capital stock issued by the corporation shall be
assessable following payment of the subscription price or par value therefor.
SEVENTH; The corporation shall have perpetual existence.
EIGHTH, The incorporator and his post office", address is as
follows: Jehu Hand, 25431 Cabot Road, Suite 207, Laguna Hills, California
92653.
NINTH: Every person who was or is a party or is threatened to be
a party to or is involved in any action, suit or proceedings whether civil,
criminal, administrative or investigative. by reason of the fact that he or a
person of whom he is the legal representative is or was a director, officer,
employee, agent or other person of the corporation, or is or was serving at
the request of the corporation or for its benefit as a director, officer
employee or other person of another corporation, partnership, joint venture,
trust or enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the law of the State of Nevada as it may be
amended from time to time against all expenses, liability and loss
(including attorney,' fees, judgments, fines and amounts paid or to be paid
in settlement) reasonably incurred or suffered by him in connection
therewith. The expenses of officers and directors incurred in defending a
civil or criminal action, suit of proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by
a court of competent jurisdiction that he is not entitled to be indemnified by
the corporation.
Such right of indemnification shall be a contract right which may be
enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers,
employees, agents or other persons may have or hereafter acquire and, without
limiting the generality of such statement they shall be entitled to their
respective rights or indemnification under any bylaw, agreement, vote of
stockholders, provisions of law or otherwise, as well as their rights
under this Article.
Without limiting the application of the foregoing, the board of
directors may adopt bylaws from time to time with respect co indemnification
permitted by the law of the State of Nevada and may cause the corporation to
purchase and maintain insurance on behalf of any, person who is or was a
director, officer, employee, agent or other person of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, agent or other person of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against
such person and incurred in any such capacity or arising out of such
status whether or not the corporation would have the power co indemnify such
person.
TENTH: A director of officer of the corporation shall nor. be
personally liable to corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this Article shall not
eliminate or limit the liability of a director or officer for (i) acts or
omissions which involve intentional misconduct, fraud or knowing violation of
law or (ii) the unlawful payment of dividends. Any repeal or modification of
this Article b,,@ the stockholders of the corporation shall be prospective
only, and shall not adversely affect any limitation on the personal liability
of the director or officer of the corporation for acts or Omissions; prior to
such repeal or modification.
ELEVENTH- A director or officer of the corporation shall not be
disqualified by his office from dealing or contracting with the corporation
as a vendor, purchaser, employee, agent or otherwise.
No transaction, contract or act of the corporation shall be void or
voidable or in, any way affected or invalidated by reason of die fact that
any director or officer of any corporation is a member of any firm, a
shareholder, director or officer of the corporation or trustee or beneficial
of my trust that is in any way interested in such transaction, contract or
act, No director or officer shall be accountable or responsible to the
corporation for or in respect to any transaction, contract or act of the
corporation for any gain or profit directly or indirectly realized by him by
reason of the fact that he or any firm in which he is a member or any
corporation of which he is a trustee. or beneficiary, is interested in such
transaction, contract, or act; provided the fact that such director or officer
or such firm, corporation or trust is so interested shall have been disclosed
or shall have been known to the members of the Board of Directors as shall be
present at any meeting at which action upon such contract, transaction or act
shall have been taken. Any director may be counted in determining the
existence of a quorum at any meeting of the Board of Directors which shall
authorize or take action in respect to any such contract, transaction or act,
and may vote thereat to authorize, ratify or approve any such contract,
transaction or act, and any officer of the corporation may take any action
within the scope of his authority, respecting such contract, transaction or
act, and my officer of the corporation of which he is a shareholder, director
or officer, or any trust of which he is a trustee or beneficiary, were not
interested in such transaction, contract or act. Without limiting or
qualifying the foregoing, if in. any judicial other inquiry, suit, cause
or proceeding, the question of whether a director or officer of the
corporation has acted in good faith is material, and notwithstanding any
stature or rule of law or equity to the contrary (if any there be), his good
faith shall be presumed in die absence of proof to the contrary by clear and
convincing evidence.
TWELF]RH: No shareholder of the corporation shall have any
preemptive rights.
Dated this 18th day of April, 1994.
Jehu Hand, Incorporator
STATE OF CALIFORNIA
COUNTY OF ORANGE
On April 18, 1994, before me the undersigned, a Notary Public in and for
said State, personally appeared
Jehu Hand, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me
that he executed the same.
WIT'NESS my hand and official seal.
My Commission Expires
Signature
November 8, 1994
Consent of Independent Accountants
I hereby consent to the incorporation in the Form 10 Registration Statement
of my report dated February 9, 1999 relating to the 12-31-98 financial
statements of Silver
Bow Antique Aviation.
/s/ Julius A. Otto
BY-LAWS
OF
A Nevada Corporation
ARTICLE I - OFFICES
The registered office of the Corporation in the State of Nevada shall be
located in the City and
State designated in the Articles of Incorporation. The Corporation may also
maintain offices at
such other places within or without the State of Nevada as the Board of
Directors may, from
time to time, determine.
A RTICLE 1 - MEETING OF SHAREHOLDERS
Section l-Annual Meetings -(Chapter78.310)
The annual meeting of the shareholders of the Corporation shall be held at
the time fixed, from
time to time, by the Directors.
Section 2 - Special Meetings: (Chapter 78.3 1 0)
Special meetings of the shareholders may be called by the Board of Directors
or such person or
persons authorized by the Board of Directors and shall be held within or
without the State of
Nevada.
Section 3-Place of Meetings - (Chapter78,310)
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such
other places, within or without the State of Nevada as the Directors may from
time to time fix.
If no designation is made, the meeting shall be held at the Corporation's
registered office in the
state of Nevada.
Section 4 - Notice of (Section 78.370)
(a) Written or printed notice of each meeting of shareholders, whether annual
or special,
signed by the president, vice president or secretary, stating the time when
and place where it is
to be held, as well as the purpose or purposes for which the meeting is
called, shall be served
either personally or by mail, by or at the direction of the president, the
secretary, or the officer
or the person calling the meeting, not less than ten or more than sixty days
before the date of
the meeting, unless the lapse of the prescribed time shall have been waived
before or after the
taking of such action, UPON each shareholder of record entitled to vote at
such meeting, and to
any other shareholder to whom the giving of notice may be required by law.
If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
addressed to the
shareholder as it appears on the share transfer records of the Corporation or
to the current
address, which a shareholder has delivered to the Corporation in a written
notice.
*Unless otherwise stated herein all references to "Sections" in these Bylaws
refer to those
sections contained in Title 78 of the Nevada Private Corporations Law.
NV Bylaws-1
Further notice to a shareholder is not required when notice of two
consecutive annual
meetings, and all notices of meetings or of the taking of action by written
consent without a
meeting to him or her during the period between those two consecutive annual
meetings; or all,
and at least two payments sent by first-class mail of dividends or interest
on securities during a
12-month period have been mailed addressed to him or her at his or her
address as shown on
the records of the Corporation and have been returned undeliverable.
Section 5 - Quorum (Section 78.320)
(a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation (such
Articles and any amendments thereof being hereinafter collectively referred
to as the "Articles
of Incorporation"), a quorum shall be present at all meetings of
shareholders of the
Corporation, if the holders of a majority of the shares entitled to vote on
that matter are
represented at the meeting in person or by proxy.
(b) The subsequent withdrawal of any shareholder from the meeting, after
the
commencement of a meeting, or the refusal of any shareholder represented in
person or by
proxy to vote, shall have no effect on the existence of a quorum, after a
quorum has been
established at such meeting.
(c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders
present may adjourn the meeting.
Sectign_6 Voting and Acting (Section 78.320 & 78.350)
(a) Except as otherwise provided by law, the Articles of Incorporation,
or these Bylaws, any
corporate action, the affirmative vote of the majority of shares entitled to
vote on that matter
and represented either in person or by proxy at a meeting of shareholders at
which a quorum
is present, shall be the act of the shareholders of the Corporation.
(b) Except as otherwise provided by statute, the Certificate of
Incorporation, or these
bylaws, at each meeting of shareholders, each shareholder of the Corporation
entitled to vote
thereat, shall be entitled to one vote for each share registered in his name
on the books of the
Corporation. (c) Where appropriate communication facilities are reasonably
available, any or
all shareholders shall have the right to participate in any shareholders'
meeting, by means of
conference telephone or any means of communications by which all persons
participating in
the meeting are able to hear each other.
Section 7 - Proxies: (Section 78.355)
Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do
so either in person or by proxy, so long as such proxy is executed in
writing by the
shareholder himself, his authorized officer, director, employee or agent or
by causing the
signature of the stockholder to be affixed to the writing by any reasonable
means, including,
but not limited to, a facsimile signature, or by his attorney-in-fact there
unto duly authorized
in writing. Every proxy shall be revocable at will unless the proxy
conspicuously states that it
is irrevocable and the proxy is coupled with an interest. A telegram,
telex, cablegram, or
similar transmission by the shareholder, or a photographic, photostatic,
facsimile, shall be
treated as a valid proxy, and treated as a substitution of the original
proxy, so long as such
transmission is a complete reproduction executed by the shareholder. If it
is determined that
the telegram, cablegram or
NV Bylaws-2
other electronic transmission is valid, the persons appointed by the
Corporation to count the
votes of shareholders and determine the validity of proxies and ballots or
other persons making
those determinations must specify the information upon which they relied. No
proxy shall be
valid after the expiration of six months from the date of its execution,
unless otherwise
provided in the proxy. Such instrument shall be exhibited to the Secretary
at the meeting and
shall be filed with the records of the Corporation. If any shareholder
designates two or more
persons to act as proxies, a majority of those persons present at the
meeting, or, if one is
present, then that one has and may exercise all of the powers conferred by
the shareholder
upon all of the persons so designated unless the shareholder provides
otherwise.
Section 8-Action without a Meeting (Section 78.320)
Unless otherwise provided for in the Articles of Incorporation of the
Corporation, any action
to be taken at any annual or special shareholders' meeting, may be taken
without a meeting,
without prior notice and without a vote if written consents are signed by a
majority of the
shareholders of the Corporation, except however if a different proportion of
voting power is
required by law, the Articles of Incorporation or these Bylaws, than that
proportion of written
consents is required. Such written consents must be filed with the minutes
of the proceedings
of the shareholders of the Corporation.
ARTICLE III BOARD OF DIR.ECTORS
Section I - Number, Term Election and Qualifications: (Section 78.115,
78.330)
(a) The first Board of Directors and all subsequent Boards of the Corporation
shall consist
of unless and until otherwise determined by vote of a majority of the entire
Board of Directors.
The Board of Directors or shareholders all have the power, in the interim
between annual and
special meetings of the shareholders, to increase or decrease the number of
Directors of the
Corporation. A Director need not be a shareholder of the Corporation unless
the Certificate of
Incorporation of the Corporation or these Bylaws so require.
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the
members of the Board of Directors of the Corporation shall be elected at the
first annual
shareholders' meeting and at each annual meeting thereafter, unless their
terms are staggered in
the Articles of incorporation of the Corporation or these Bylaws, by a
plurality of the votes
cast at a meeting of shareholders, by the holders of shares entitled to vote
in the election.
(c) The first Board of Directors shall hold office until the first annual
meeting of
shareholders and until their successors have been duly elected and qualified
or until there is a
decrease in the number of Directors. Thereinafter, Directors will be elected
at the annual
meeting of shareholders and shall hold office until the annual meeting of the
shareholders next
succeeding his election, unless their terms are staggered in the Articles of
Incorporation of the
Corporation (so long as at least one - fourth in number of the Directors of
the Corporation are
elected at each annual shareholders' meeting) or these Bylaws, or until his
prior death,
resignation or removal. Any Director may resign at any time upon written
notice of such
resignation to the Corporation.
NV Bylaws-3
(d) All Directors of the Corporation shall have equal voting power unless the
Articles of
Incorporation of the Corporation provide that the voting power of individual
Directors or
classes of Directors are greater than or less than that of any other
individual Directors or
classes of Directors, and the different voting powers may be stated in the
Articles of
Incorporation or may be dependent upon any fact or event that may be
ascertained outside the
Articles of Incorporation if the manner in which the fact or event may
operate on those voting
powers is stated in the Articles of Incorporation. If the Articles of
Incorporation provide that
any Directors have voting power greater than or less than other Directors of
the Corporation,
every reference in these Bylaws to a majority or other proportion of
Directors shall be deemed
to refer to majority or other proportion of the voting power of all the
Directors or classes of
Directors, as may be required by the Articles of Incorporation.
Section 2 - Duties and Powers: (Section 78.120)
The Board of Directors shall be responsible for the control and management of
the business
and affairs, property and interests of the Corporation, and may exercise all
powers of the
Corporation, except such as those stated under Nevada state law, are in the
Articles of
Incorporation or by these
Bylaws, expressly conferred upon or reserved to the shareholders or any other
person or
persons named therein.
Section 3 - Regular Meetings - Notice. (Section 78.3 1 0)
(a) A regular meeting of the Board of Directors shall be held either within
or without the
State of Nevada at such time and at such place as the Board shall fix.
(b) No notice shall be required of any regular meeting of the Board of
Directors and, if
given, need not specify the purpose of the meeting; provided, however, that
in case the Board
of Directors shall fix or change the time or place of any regular meeting
when such time and
place was fixed before such change, notice of such action shall be given to
each director who
shall not have been present at the meeting at which such action was taken
within the time
limited, and in the manner set forth in these Bylaws with respect to special
meetings, unless
such notice shall be waived in the manner set forth in these Bylaws.
Section 4 - Special Meetin2s, Notice: (Section 78.3 1 0)
(a) Special meetings of the Board of Directors shall be held at such time and
place as may be
specified in the respective notices or waivers of notice thereof.
(b) Except as otherwise required statute, written notice of special meetings
shall be mailed
directly to each Director, addressed to him at his residence or usual place
of business, or
delivered orally, with sufficient time for the convenient assembly of
Directors thereat, or shall
be sent to him at such place by telegram, radio or cable, or shall be
delivered to him personally
or given to him orally, not later than the day before the day on which the
meeting is to be held.
If mailed, the notice of any special meeting shall be deemed to be delivered
on the second day
after it is deposited in the United States mails, so addressed, with postage
prepaid. If notice is
given by telegram, it shall be deemed to be delivered when the telegram is
delivered to the
telegraph
NV Bylaws-4
company. A notice, or waiver of notice, except as required by these Bylaws,
need not specify
the business to be transacted at or the purpose or purposes of the meeting.
(c) Notice of any special meeting shall not be required to be given to any
Director who shall
attend such meeting without protesting prior thereto or at its commencement,
the lack of
notice to him, or who submits a signed waiver of notice, whether before or
after the meeting.
Notice of any adjourned meeting shall not be required to be given.
Section 5 - Chairperson:
The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board
of Directors. If there shall be no Chairperson, or he or she shall be absent
' then the President
shall preside, and in his absence, any other director chosen by the Board of
Directors shall
preside.
Section 6 - Quorum and Adjournments: (Section 78.315)
(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a
majority of the entire Board, or such committee thereof, shall constitute a
quorum for the
transaction of business, except as otherwise provided by law, by the
Certificate of
Incorporation, or these Bylaws.
(b) A majority of the directors present at the time and place of any regular
or special
meeting, although less than a quorum, may adjourn the same from time to time
without notice,
whether or not a quorum exists. Notice of such adjourned meeting shall be
given to Directors
not present at time of the adjournment and, unless the time and place of the
adjourned meeting
are announced at the time of the adjournment, to the other Directors who were
present at the
adjourned meeting.
Section 7 - Manner of Acting - (Section 78.315)
(a) At all meetings of the Board of Directors, each director present shall
have one vote,
irrespective of the number of shares of stock, if any, which he may hold.
(b) Except as otherwise provided by law, by the Articles of Incorporation, or
these bylaws,
action approved by a majority of the votes of the Directors present at any
meeting of the Board
or any committee thereof, at which a quorum is present shall be the act of
the Board of
Directors or any committee thereof.
(c) Any action authorized in writing made prior or subsequent to such action,
by all of the
Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act
of the Board of Directors, or any committee thereof, and have the same force
and effect as if
the same had been passed by unanimous vote at a duly called meeting of the
Board or
committee for all purposes.
(c) Where appropriate communications facilities are reasonably available, any
or all directors
shall have the right to participate in any Board of Directors meeting, or a
committee of the
Board of Directors meeting, by means of conference telephone or any means of
communications by which all persons participating in the meeting are able to
hear each other.
NV bylaws - 5
Section 8 - Vacancies: (Section 78.335)
(a) Unless otherwise provided for by the Articles of Incorporation of the
Corporation, any
vacancy in the Board of Directors occurring by reason of an increase in the
number of
directors, or by reason of the death, resignation, disqualification, removal
or inability to act of
any director, or other cause, shall be filled by an affirmative vote of a
majority of the remaining
directors, though less than a quorum of the Board or by a sole remaining
Director, at any
regular meeting or special meeting of the Board of Directors called for that
purpose except
whenever the shareholders of any class or classes or series thereof are
entitled to elect one or
more Directors by the Certificate of Incorporation of the Corporation,
vacancies and newly
created directorships of such class or classes or series may be filled by a
majority of the
Directors elected by such class or classes or series thereof then in office,
or by a sole remaining
Director so elected.
(b) Unless otherwise provided for by law, the Articles of Incorporation or
these Bylaws,
when one or more Directors shall resign from the board and such resignation
is effective at a
future date, a majority of the directors, then in office, including those who
have so resigned,
shall have the power to fill such vacancy or vacancies, the vote otherwise to
take effect when
such resignation or resignations shall become effective.
Section--9 --Resignation. (Section 78.335)
A Director may resign at any time by giving written notice of such
resignation to the
Corporation.
Section 10 - Removal: (Section 78.335)
Unless otherwise provided for by the Articles of Incorporation, one or more
or all the
Directors of the Corporation may be removed with or without cause at anv time
by a vote of
two-thirds of the shareholders entitled to vote thereon, at a special meeting
of the shareholders
called for that purpose, unless the Articles of Incorporation provide that
Directors may only be
removed for cause, provided however, such Director shall not be removed if
the Corporation
states in its Articles of Incorporation that its Directors shall be elected
by cumulative voting
and there are a sufficient number of shares cast against his or her removal,
which if
cumulatively voted at an election of Directors would be sufficient to elect
him or her. If a
Director was elected by a voting group of shareholders, only the shareholders
of that voting
group may participate in the vote to remove that Director
Section 11 Compensation: (Section 78.140)
The Board of Directors may authorize and establish reasonable compensation of
the Directors
for services to the Corporation as Directors, including, but not limited to
attendance at any
annual or special meeting of the Board.
NV Bylaws-6
Section 12 - Committees; (Section 78.125)
Unless otherwise provided for by the Articles of Incorporation of the
Corporation, the Board
of Directors, may from time to time designate from among its members one or
more
committees, and alternate members thereof, as they deem desirable, each
consisting of one or
more members, with such powers and authority (to the extent permitted by law
and these
Bylaws) as may be provided in such resolution. Unless the Articles of
Incorporation or
Bylaws state otherwise, the Board of Directors may appoint natural persons
who are not
Directors to serve on such committees authorized herein. Each such
committee shall serve at
the pleasure of the Board and, unless otherwise stated by law, the
Certificate of Incorporation
of the Corporation or these Bylaws, shall be governed by the rules and
regulations stated
herein regarding the Board of Directors.
ARTICLE IV - OFFICERS
Section 1 Number, Qualifications, Election and Term of
Office:
(Section 78.130)
(a) The Corporation's officers shall have such titles and duties as shall be
stated in these
Bylaws or in a resolution of the Board of Directors which is not inconsistent
with these
Bylaws. The officers of the Corporation shall consist of a president,
secretary and treasurer,
and also may have one or more vice presidents, assistant secretaries and
assistant treasurers
and such other officers as the Board of Directors may from time to time deem
advisable. Any
officer may hold two or more offices in the Corporation.
(b) The officers of the Corporation shall be elected by the Board of
Directors at the regular
annual meeting of the Board following the annual meeting of shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next
succeeding his election, and until his successor shall have been duly elected
and qualified,
subject to earlier termination by his or her death, resignation or removal.
Sectign 2 -Resignation:
Any officer may resign at any time by giving written notice of such
resignation to the
Corporation.
Section 3 - Removal:
Any officer elected by the Board of Directors may be removed, either with or
without cause,
and a successor elected by the Board at any time, and any officer or
assistant officer, if
appointed by another officer, may likewise be removed by such officer.
Section 4 - Vacancies:
(a) A vacancy, however caused, occurring in the Board and any newly created
Directorships
resulting from an increase in the authorized number of Directors may be
filled by the Board of
Directors.
NV Bylaws-7
Section.5 - Bonds:
The Corporation may require any or all of its officers or Agents to post a
bond, or otherwise,
to the Corporation for the faithful performance of their positions or
duties.
Section 6 - Compensation:
The compensation of the officers of the Corporation shall be fixed from time
to time by the
Board of Directors.
ARTTCI,F. V - SHARES OF STOCK
Section I - Certificate of Stock: (Section 78.235)
(a) The shares of the Corporation shall be represented by certificates
or shall be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed, (either
manually or by facsimile), by officers or
agents designated by the Corporation for such purposes, and shall certify
the number of shares owned by him
in the Corporation. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent
or transfer clerk, and by a registrar, then a facsimile of the signatures of
the officers or agents, the transfer
agent or transfer clerk or the registrar of the Corporation may be printed
or lithographed upon the certificate
in lieu of the ACTUAL signatures. If the Corporation uses facsimile
signatures of its officers and agents on its
stock certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be
identical if the institution acting in those dual capacities countersigns or
otherwise authenticates any stock
certificates in both capacities. If any officer who has signed or whose
facsimile signature has been placed
upon such certificate, shall have ceased to be such officer before such
certificate is
issued, it may be issued by the Corporation with the same effect as if he
were such officer at the date of its
issue.
(C) If the Corporation issues uncertificated shares as provided for in
these Bylaws, within a reasonable time
after the issuance or transfer of such uncertificated shares, and at least
annually thereafter, the Corporation
shall send the shareholder a written statement certifying the number of
shares owned by such shareholder in
the Corporation.
(d) Except as otherwise provided by law, the rights and obligations of
the holders of uncertificated shares
and the rights and obligations of the holders of certificates representing
shares of the same class and series
shall be identical.
Section 2 - Los or Destroyed Certificates: (Section 104.8405)
The Board of Directors may direct a new certificate or certificates to be
issued in place of any
certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed if
the owner:
(a) so requests before the Corporation has notice that the shares have
been acquired by a bona FIDE
purchaser,
NV Bylaws-8
(b) files with the Corporation a sufficient indemnity bond; and
. . (C) satisfies such other requirements, including evidence of such
loss, theft or
destruction, as may be imposed by the Corporation.
Section 3 - Transfer of Shares: (Section 104.8401, 104.8406 & 104.8416)
(a) Transfers or registration of transfers of shares of the Corporation
shall be made on the
stock transfer books of the Corporation by the registered holder thereof, or
by his attorney
duly authorized by a written power of attorney; and in the case of shares
represented by
certificates, only after the surrender to the Corporation of the
certificates representing such
shares with such shares properly endorsed, with such evidence of the
authenticity of such
endorsement, transfer, authorization and other matters as the Corporation
may reasonably
require, and the payment of all stock transfer taxes due thereon.
(b) The Corporation shall be entitled to treat the holder of record of
any share or shares as
the absolute owner thereof for all purposes and, accordingly, shall not be
bound to recognize
any legal, equitable or other claim to, or interest in, such share or shares
on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise
expressly provided by law.
Section 4 - Record Date: (Section 78.215 & 78.350)
(a) The Board of Directors may fix, in advance, which shall not be more
than sixty days
before the meeting or action requiring a determination of shareholders, as
the record date for
the determination of shareholders entitled to receive notice of, or to vote
at, any meeting of
shareholders, or to consent to any proposal without a meeting, or for the
purpose of deter-
mining shareholders entitled to receive payment of any dividends, or
allotment of any rights,
or for the purpose of any other action. If no record date is fixed, the
record date for
shareholders entitled to notice of meeting shall be at the close of business
on the day
preceding the day on which notice is given, or, if no notice is given, the
day on which the
meeting is held, or if notice is waived, at the close of business on the day
before the day on
which the meeting is held.
. (b) The Board of Directors may fix a record date, which shall not
precede the date
upon which the resolution fixing the record date is adopted for
shareholders entitled to
receive payment of any dividend or other distribution or allotment of
any rights of
shareholders entitled to exercise any rights in respect of any change,
conversion
or exchange of stock, or for the purpose of any other lawful action.
A determination of shareholders entitled to notice of or to vote at a
shareholders'
meeting is effective for any adjournment of the meeting unless the
Board of Directors
fixes a new record date for the adjourned meeting.
Section 5 - Fractions of Shares/Scrip, (Section 78.205)
The Board of Directors may authorize the issuance of certificates or payment
of money for
fractions of a share, either represented by a certificate or uncertificated,
which shall entitle the
holder to exercise voting rights, receive dividends and participate in any
assets of the
Corporation in the event of liquidation, in proportion to the fractional
holdings; or it may
authorize the
NV Bylaws-9
payment in case of the fair value of fractions of a share as of the time when
those entitled to
receive such fractions are determined; or it may authorize the issuance,
subject to such
conditions as may be permitted by law, of scrip in registered or bearer form
over the manual or
facsimile signature of an officer or agent of the Corporation or its agent
for that purpose,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to
any rights of shareholder, except as therein provided. The scrip may contain
any provisions or
conditions that the Corporation deems advisable. If a scrip ceases to be
exchangeable for full
share certificates, the shares that would other-wise have been issuable as
provided on the scrip
are deemed to be treasury shares unless the scrip contains other provisions
for their
disposition.
ARTICLE, VI - DIVIDENDS (Section 78.215 & 78.288)
(a) Dividends may be declared and paid out of any funds available therefor,
as often, in such amounts, and at
such time or times as the Board of Directors may determine and shares may be
issued pro rata and without
consideration to the Corporation's shareholders or to the shareholders
of one or more classes or series.
(b) Shares of one class or series may not be issued as a share dividend to
shareholders of another class or
series unless:
(i) so authorized by the Articles of Incorporation;
(ii) a majority of the shareholders of the class or series to be issued
approve the issue; or
(iii)there are no outstanding shares of the class or series of shares that
are authorized to be issued.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to
change by the Board of Directors from
time to time, subject to applicable law.
ARTICLE III CORPORATE SEAL
(Section 78.065)
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the
Board of Directors. The use of a seal or stamp by the Corporation on
corporate documents is not necessary and the lack thereof shall not in any
way affect the legality of a corporate document.
ARTICLE IX - AMENDMENTS
Section I - By Shareholders:
All Bylaws of the Corporation shall be subject to alteration or repeal, and
new Bylaws may be made, by a
majority vote of the shareholders at the time entitled to vote in the
election of Directors even though these
Bylaws may also be altered, amended or repealed by the Board of
Directors.
Section 2 - By Directors: (Section 78.120)
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to
time, Bylaws of the Corporation.
NV Bylaws-10
ARTICLE X - WAIVER OF NOTICE: (Section 78.375)
Whenever any notice is required to be given by law, the Articles of
Incorporation or these Bylaws, a
written waiver signed by the person or persons entitled to such notice,
whether before or after the
meeting by any person, shall constitute a waiver of notice of such meeting.
ARTICLE X1 INTERESTED DIRECTORS : (Section 78.140)
No contract or transaction shall be void or voidable if such contract or
transaction is between the
corporation and one or more of its Directors or Officers, or between the
Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present
at or participates in the meeting of the Board, or the committee of the
shareholders which authorizes the
contract or transaction or his, her or their votes are counted for such
purpose, if.
(a) the material facts as to his, her or their relationship or interest
and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee and are noted in the
minutes of such meeting, and the Board or committee in good faith authorizes
the contract or transaction
by the affirmative votes of a majority of the disinterested Directors, even
though the disinterested
Directors be less than a quorum; or
(b) the material facts as to his, her or their relationship or
relationships or interest or
interests and as to the contract or transaction are disclosed or are known to
the shareholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the
shareholders; or
(c) the contract or transaction is fair as to the Corporation as of the
time it is authorized,
approved or ratified, by the Board of Directors, a committee of the
shareholders; or
(d) the fact of the common directorship, office or financial interest is
not disclosed or
known to the Director or Officer at the time the transaction is brought
before the Board of Directors of
the Corporation for such action.
Such interested Directors may be counted when determining the presence of a
quorum at the Board of
Directors' or committee meeting authorizing the contract or transaction.
ARTICLE XII - ANNUAL LIST OF OFFICERS, DIRECTORS, AND REGISTERED
AGENT;
(Section 78.150 & 78.165)
The Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the
Secretary of State, and annually thereafter on or before the last day of the
month in which the
anniversary date of incorporation occurs each year, file with the Secretary
of State a list of its president,
secretary and treasurer and all of its Directors, along with the post office
box or street address, either
residence or business, and a designation of its resident agent in the state
of Nevada. Such list shall be
certified by an officer of the Corporation.
NV Bylaws-11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 2,054
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,054
<PP&E> 178,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 180,054
<CURRENT-LIABILITIES> 17,800
<BONDS> 160,200
0
0
<COMMON> 2,990
<OTHER-SE> (936)
<TOTAL-LIABILITY-AND-EQUITY> 180,054
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
