<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 8-K
-----------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 26, 2000
PANGEA PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Colorado
(State or Other Jurisdiction of Incorporation)
0-29585 76-0635938
--------- ----------
(Commission File Number) (IRS Employer Identification No.)
6666 Harwin Drive, Suite 545, Houston, Texas 77036
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(713) 933-0374
(Registrant's Telephone Number, Including Area Code)
SEGWAY II CORP.
4400 ROUTE 9, 2ND FLOOR
FREEHOLD, NJ 07728
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a Stock Acquisition and Reorganization Agreement (the "Acquisition
Agreement") effective April 26, 2000, Pangea Petroleum Corp., a Colorado
corporation (the "Company"), acquired one hundred percent (100%) of all the
outstanding shares of common stock ("Common Stock") of Segway II Corp., a New
Jersey corporation ("Segway"), from RGR Corp. and Robert Jaclin, together
representing all of the shareholders of issued and outstanding common stock of
Segway, for $75,000 and 5,000 shares of $.001 par value common stock of the
Company (the "Acquisition").
The Acquisition was approved by the unanimous consent of the Board of Directors
of Segway and the Company on April 26, 2000. The Acquisition is intended to
qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended ("IRC").
Upon effectiveness of the Acquisition, pursuant to Rule 12g-3(a) of the General
Rules and Regulations of the Securities and Exchange Commission (the
"Commission"), the Company elected to become the successor issuer to Segway for
reporting purposes under the Securities Exchange Act of 1934 (the "Act") and
elects to report under the Act effective April 26, 2000.
As of the effective date of the Acquisition Agreement, Segway shall assume the
name of the Company. The Company's officers and directors will become the
officers and directors of Segway. As of the Effective Date, Mr. Anslow shall
have resigned as an officer and director of Segway.
No subsequent changes in the officers, directors and five percent shareholders
of the Company are presently known. The following table sets forth information
regarding the beneficial ownership of the shares of the Common Stock (the only
class of shares previously issued by the Company) at April 24, 2000 by (i) each
person known by the Company to be the beneficial owner of more than five percent
(5%) of the Company's outstanding shares of Common Stock, (ii) each director of
the Company, (iii) the executive officers of the Company, and (iv) by all
directors and executive officers of the Company as a group, prior to and upon
completion of this Offering. Each person named in the table, excluding Cede
&Company, has sole voting and investment power with respect to all shares shown
as beneficially owned by such person and can be contacted at the address of the
Company.
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
- ------------------------------------------------------------------------------
Common Kendall Dorsett 5,643,800 25.93%
Roland Fink 4,375,600 20.10%
Cede & Company(a) 3,332,332 15.27%
Patricia Cudd 2,088,000 9.59%
Rhea Laws 1,895,000 8.71%
David H. Lennox 300,000 1.38%
Charles B. Pollock 0 0
Karen L. Cloud 0 0
DIRECTORS AND
OFFICERS AS A
GROUP 300,000 1.38%
<PAGE>
(a) Cede & Company is a holding company for private investors. Cede & Company
does not hold any shares of the Company's Common Stock for the benefit of any of
the Company's officers or directors.
The following is a biographical summary of the directors and officers of the
Company:
CHARLES B. POLLOCK, 60, has been the Chairman of the Board and Chief Executive
Officer of the Company since June 1999. From January 1994 to September 1995, Mr.
Pollock was President of Praxair Indonesia, an industrial gas company where his
responsibilities were those as Chief Executive Officer of such company. From
October 1995 to August 1996, he was manager of Praxair, Inc., an industrial gas
company. His responsibilities included strategic marketing and competition
analysis. From September 1996 to May 1999, Mr. Pollock was self employed as a
consultant in which his projects included the acquisition and sale of
businesses, competitive analysis and strategic marketing. Mr. Pollock received
his Bachelor's of Science degree in 1962 from North Carolina State University,
his Master of Science degree in Ceramic Engineering from North Carolina State
University in 1968 and his Ph.D in Material Engineering from North Carolina
State University in 1972.
DAVID H. LENNOX, 63, has been the President of the Company since January 5,
2000. Mr. Lennox has over 20 years management experience in the construction
industry. Since January 1976, Mr. Lennox is President of Legend Construction
where his responsibilities include the day to day operations of such company.
Mr. Lennox received his Bachelor's Degree from Lehigh University in 1962 and his
Masters of Science Degree in Operations Research from Lehigh University in 1966.
KAREN L. CLOUD, 43, has been Secretary of the Company since July 1999. From 1986
to 1999, Ms. Cloud was an Administrator at Praxair Inc. where her
responsibilities included computer development, accounting manual development,
web development and travel coordinator.
The Directors named above will serve until the next annual meeting of the
shareholders of the Company in the year 2001. Directors will be elected for
one-year terms at each annual shareholder's meeting. Officers hold their
positions at the appointment of the Board of Directors.
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Acquisition Agreement, the Company acquired one hundred percent
(100%) of the issued and outstanding shares of common stock (Common Stock) of
Segway from RGR Corp. and Robert Jaclin, together representing all of the
shareholders of issued and outstanding Common Stock of Segway, for $75,000 and
5,000 shares of $.001 par value common stock of the Company. In evaluating the
Acquisition, Segway used criteria such as the value of the Company's business
relationships, goodwill, the Company's ability to compete in the oil and natural
gas industry, the Company's current and anticipated business operations, and the
background of the Company's officers and directors in the oil and natural gas
industry. No material relationship exists between the selling shareholders of
Segway or any of its affiliates, any director or officer, or any associate of
any such director or officer of Segway and the Company except that Richard I.
Anslow, the majority shareholder of RGR Corp., is the principal of Richard I.
Anslow & Associates who was legal counsel for the Company until it resigned as
legal counsel for the purposes of avoiding a conflict of interest to effectuate
the Acquisition Agreement. For the purpose of filing this Form 8-K and
subsequent to the effectiveness of the Acquisition Agreement, Richard I. Anslow
& Associates will resume as legal counsel of the Company. Segway II was formed,
and RGR Corp. became a shareholder of Segway, prior to being retained as legal
counsel by the Company. The consideration exchanged pursuant to the Acquisition
Agreement was negotiated between Segway and the Company in an arm's-length
transaction. The consideration paid derived from the Company's cash on hand and
treasury stock.
Company. Pangea Petroleum Corporation is a publicly trading company listed on
the OTC Electronic Bulletin Board under the symbol PAPO). The company is in the
business of producing oil and natural gas from proven reserves. It is not in the
business of exploring for unknown deposits of these materials. The Officers and
Directors of the Company are familiar with and understand the petroleum
business. The Company structure will remain small through the use of carefully
selected consultants, contractors and service companies.
Pangea Petroleum will use capital and established proven technology to create
value by generating significant production from proven reserves that are of
little interest to the major companies in the industry. Initially, the Company
will focus on mature petroleum provinces in the United States that have adequate
production and distribution infrastructures. In most cases, the Company will
invest in projects to a sufficient degree to maintain decision-making control
while leaving routine operating responsibility in the hands of competent
partners and/or contractors. The Company will market it products through a mix
of short and long term contracts to assure a reliable revenue stream and hedge
marketing to flatten the swings in energy prices. Producing properties will be
resold after enhanced production is established as appropriate to establish and
maintain maximum asset value.
Pangea Petroleum Organization. The Company is headquartered in Houston, Texas,
and maintains all business functions in the Houston area. Primary corporate
functions include business support, financial control, technology, production
and technical support.
<PAGE>
The group working with the financial control function will identify capital
resources required to support the strategic goals of the Company. This office
will also be responsible for human resources, planning, and other ordinary
Company functions. The financial control department will report to the Chairman
and will control all of the Company finances and coordinate with corporate
financial control. The department will be responsible for payables, receivables
and financial planning. Technology is responsible for identifying and qualifying
products, services, and systems required to support the petroleum production
business. It will take the lead in selecting and qualifying contractors,
consultants, and service companies required for the implementation of the
Company's business plan. Finally, it will stay abreast of technology changes on
the outside that will impact Pangea.
Production will control the production of petroleum products. It will work with
partners and contractors to ensure optimum production at all times. Production
will also take the lead in marketing all produced products. Technical support
will be responsible for initial start up of new projects in conjunction with
technology and production. It will serve in a coordinating role on all projects.
Additionally, it will be the primary interface between service providers and the
rest of the Company. It will approve all production plans and monitor
implementation.
Revenue Model. Revenue potential and asset enhancement will be the guiding
principal for all Company investments. Projects will be selected and developed
in a manner that will minimize capital required and maximize the utilization of
existing production and collection infrastructure and geologic data. The Company
will try to minimize risk by producing from known reserves first and then
producing from other reserves made available by workovers and other established
techniques. Revenue streams from product sales will be enhanced by the careful
selection and priorization projects based on the above listed criteria.
Pangea Petroleum intends to become a significant industry player by capturing a
disproportion share of available revenue from key energy investments and
maintain financial strength by developing a strategic mix of saleable products
(oil and natural gas) that are marketed in a manner to minimize the fluctuations
common to the energy marketplace. The planned mix of investments will support a
predictable, growing revenue stream from product sales and augmented by income
from the sale of enhanced productive properties.
The key financial assumption in the Company's business plan is that a
significant number of attractive energy investments will continue to be
available for purchase and appropriate technology will be available through
service companies and consultants to develop these properties.
Pangea Petroleum will create value in three ways. First of all, the Company will
develop a market leading position in the identification and exploitation of
under-producing oil and gas reserves in established energy provinces such as the
State of Texas. Using a judicial mix of current, proven technology, and capital
will produce the reserves. First-rate service companies that have been selected
from an approved group of merit-based companies will implement approved
projects. Revenue streams will be maximized by carefully marketing the products
through a combination of spot and contract sales and in some cases product sales
will be hedged.
The second major thrust for value creation will be the enhanced asset value
realized from the development of the under-utilized reserves acquired by
purchase. These reserves can frequently be produced for a number of years and
then re-sold in the market place for greater value because of enhanced
production and timing.
<PAGE>
The final thrust will be the formation of strategic alliances and partnerships
that will enable Pangea Petroleum to play a greater role in the development of
older reserves than it could achieve on its own. These partnerships might take
the form of jointly owned reserves, production sharing agreements with service
companies in return for production guarantees, or some combination of these and
other shared business arrangements.
The Pangea Petroleum organization will fully utilize strategic marketing to
fully implement its business plan. The Company will select a strategic marketing
consultant to guide the company through this process.
Pangea Petroleum intends to become a significant participant in select market
niches in the energy industry. The niches include the development of under
producing oil and natural gas reserves with capital and technology, the resale
of improved and re-packaged producing properties and participation in the final
production stage and disposition of select offshore projects. We will create
value for our shareholders by leading the market in our niches and maintaining a
strong financial base. We will use strategic marketing to stay ahead of the
curve in our industry.
Industry. The petroleum industry is a global industry that is fundamental to all
economic activity. It is composed of the down stream sector (refining,
marketing, products and derivatives) and the upstream sector that is focused on
finding and producing crude oil and natural gas. Oil and natural gas are
commodities that are found throughout the world and they have been produced in
increasing quantities since the mid 19th century. The exploration, production
and transportation of these materials in the modern era generate an enormous
appetite for capital because quantities sufficient to fuel the world's economic
machine are rapidly becoming more difficult to find and expensive to produce.
Consequently, a few global corporations and state energy companies dominate the
industry. These companies tend to concentrate their investments on very large
prospects and to quickly abandon less productive, older reserves.
The technology of producing oil and natural gas has improved tremendously but
significant quantities of these materials are never produced from the typical
reservoir. Increased capital and technology are almost always required as the
reserves are produced in order to maintain an economic level of production. In
many cases older fields have been abandoned with significant reserves still in
place because the owners did not have access to capital and technology, but
chose to deploy their resources in more prolific areas or the field was not
accurately analyzed so that appropriate technology could be deployed.
Practically all major oil companies in the United States are walking away from
mature, productive fields (onshore and offshore) because they wish to deploy
their capital to frontier areas with greater potential.
Mature energy provinces such as the United States have many productive fields
with production and collection infrastructure in place that can be purchased.
The infrastructure represents a significant required investment if production is
to continue. These fields offer investment potential for those companies willing
to commit capital and appropriate technology. The technology is readily
available from consultants, service companies, and other groups established to
support the petroleum production sector.
<PAGE>
This plan will target the petroleum niche composed of fields with proven
reserves that require capital and/or technology in order to enhance or restore
production.
Competition. Pangea Petroleum will be the strongest competitor in its niche by
identifying and utilizing in a timely manner the best, proven technology in the
industry. It will be positioned to quickly analyze and be prepared to invest in
attractive projects that meet its financial criteria. Pangea will differentiate
itself by consistently selecting and investing in projects that produce
attractive returns at a reasonable investment level. Availability of high
quality project data, production infrastructure and environmental safeguards
will be major factors when grading investment opportunities. Risk management
will be a major factor in all of our business decisions.
MANAGEMENT COMPENSATION. The following table sets forth the annualized base
salary that indicates that the compensation for our executives, officers and
directors has not exceeded $100,000 on an annualized basis. We reimburse our
officers and directors for any reasonable out-of-pocket expenses incurred on our
behalf.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL STOCK UNDERLYING
POSITION YEAR SALARY ($) AWARDS OPTIONS
- ------------------ ---- ---------- ------ -------
None
<PAGE>
RISK FACTORS
LIMITED OPERATING HISTORY: Although the Company was founded in 1997, its
business plan is newly-organized, in its initial stages of development, and
lacks a substantial prior operating history. The Company's prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in early stages of development. Such risks include, but
are not limited to, an evolving and unproven business model and the management
of growth. To address these risks, the Company must, among other things,
maintain and significantly increase its customer base, implement and
successfully execute its business and marketing strategy, respond to competitive
developments, and attract, retain and motivate qualified personnel.
There is no assurance that the Company's business strategy will be successful,
or that additional capital will not be required to continue business operations.
As of April 26, 2000, the Company had limited working capital. The Company has
limited material tangible assets. To date, the Company has not created any
revenues and, as a result of the significant expenditures that the Company plans
to make in sales and marketing, research and development and general and
administrative activities over the near term, the Company expects that it will
continue to incur significant operating losses and negative cash flows from
operations on both a quarterly and annual basis for the foreseeable future. For
these and other reasons, there can be no assurance that the Company will ever
achieve or be able to sustain profitability.
DEPENDENCE ON KEY MANAGEMENT. The Company is highly dependent on the
services of Charles B. Pollock, Chairman and Chief Executive Officer, David H.
Lennox, President and Karen L. Cloud, Secretary. The loss of their services
could have a materially adverse impact on the Company. The Company does not
currently maintain any key-man life insurance policy with respect to any of
these key management personnel.
POSSIBLE DIFFICULTY IN RAISING ADDITIONAL EQUITY CAPITAL. There is no
assurance that the Company will be able to raise equity capital in an amount
which is sufficient to continue operations. In the event the Company requires
financing, the Company will seek such financing through bank borrowing, debt or
equity financing, corporate partnerships or otherwise. There can be no assurance
that such financing will be available to the Company on acceptable terms, if at
all. The Company does not presently have a credit line available with any
lending institution. Any additional equity financing may involve the sale of
additional shares of the Company's Common Stock or Preferred Stock on terms that
have not yet been established.
RISKS OF RAPID GROWTH. The Company anticipates a period of rapid growth,
which may place strains upon the Company's management and operational resources.
The Company's ability to manage growth effectively will require the Company to
integrate successfully its business and administrative operations into one
dynamic management structure.
<PAGE>
POSSIBLE ISSUANCE OF ADDITIONAL SHARES. The Company has authorized
50,000,000 shares of Common Stock. The Company presently has outstanding
21,766,231 shares of Common Stock, the only class of stock of the Company for
which shares have been previously issued. As of the Effective Date of the
Acquisition Agreement, the Company will have authorized, but un-issued,
28,228,769 shares of Common Stock which are available for future issuance. The
Company may issue shares of Common Stock beyond those already issued for cash,
services, or as further employee incentives. To the extent that additional
shares of Common Stock or Preferred Stock are issued, the percentage of the
Company's issued and outstanding shares of stock shall be increased and the
issuance may cause dilution in the book value per share.
DIVIDENDS NOT LIKELY. No dividends on the Company's Common Stock have
been declared or paid by the Company to date. The Company does not presently
intend to pay dividends on shares for the foreseeable future, but intends to
retain all earnings, if any, for use in the Company's business. There can be no
assurance that dividends will ever be paid on the Common Stock of the Company.
RISKS ASSOCIATED WITH NEW PRODUCTS AND NEW MARKETS. The business of
producing oil and natural gas from proven reserves is characterized by rapid
technological changes, changing customer requirements, frequent service and
product enhancements and introductions, and emerging industry standards. The
introduction of services or products embodying new technologies and the
emergence of new industry standards can render existing services or products
obsolete and unmarketable. The Company's future success will depend, in part, on
its ability to develop and use new technologies, respond to technological
advances, enhance its existing services and products and, develop new services
and products on a timely and cost-effective basis. There can be no assurance
that the Company will be successful in effectively developing or using new
technologies, responding to technological advances or developing, introducing or
marketing service and product enhancements or new services and products. In
addition, the Company may enter into new markets in connection with enhancing
its existing services and products and developing new services and products.
There can be no assurance that the Company will be successful in pursuing new
opportunities or will compete successfully in any new markets.
SUBSTANTIAL COMPETITION. A number of the Company's competitors have
significantly greater financial, technical, administrative, manufacturing,
marketing and other resources than the Company. Some of the our competitors also
offer a wider range of services and products than us and have greater name
recognition and more extensive customer bases than we do. These competitors may
be able to respond more quickly to new or changing opportunities and
technologies than we can. Moreover, current and potential competitors have
established or may establish cooperative relationships among themselves or with
third parties or may consolidate to enhance their services and products. We
expect that new competitors or alliances among competitors will emerge and may
acquire significant market share.
The Company must overcome significant barriers to enter into the business of
producing oil and natural gas from proven reserves a result of its limited
operating history. Many of its competitors have substantially greater financial,
technical, managerial and marketing resources, longer operating histories and
greater name recognition. Such competitors may be able to devote more resources
to developing oil and gas production than our Company. There can be no assurance
that the Company will be able to compete effectively with current or future
competitors or that the competitive pressures faced by the Company will not have
a material adverse effect on the Company's business, financial condition and
operating results.
<PAGE>
RISKS ASSOCIATED WITH STRATEGIC ACQUISITIONS AND RELATIONSHIPS. The
Company has pursued and may in the future pursue strategic acquisitions of
complimentary businesses and technologies. Acquisitions entail numerous risks,
including difficulties in the assimilation of acquired operations and products,
diversion of management's attention to other business concerns, amortization of
acquired intangible assets, and potential loss of key employees of acquired
companies. There can be no assurance that the Company will be able to integrate
successfully any operations, personnel, services or products that might be
acquired in the future or that any acquisition will enhance the Company's
business, financial condition or operating results.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
No court or governmental agency has assumed jurisdiction over any substantial
part of the Company's business or assets.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
There has been no change in accountants.
ITEM 5. OTHER EVENTS
SUCCESSOR ISSUER ELECTION. Pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, the Company elected to
become the successor issuer to Segway II Corp. for reporting purposes under the
Securities Exchange Act of 1934 and elects to report under the Act effective
April 26, 2000.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
No directors have resigned due to a disagreement with the Company since the date
of the last annual meeting of shareholders.
ITEM 7. FINANCIAL STATEMENTS
The audited consolidated financial statements for the year ending December 31,
1999 and reviewed consolidated financial statements for the quarter ending March
31, 2000 are filed herewith.
ITEM 8. CHANGE IN FISCAL YEAR
There has been no change in the Company's fiscal year.
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
MARCH 31, 2000
TABLE OF CONTENTS
PAGE
----
Independent Auditor's Report 1
Financial Statements:
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to the Financial Statements 6-8
<PAGE>
The Board of Directors
Pangea Petroleum Corporation
6666 Harwin, Suite 545
Houston, Texas 77036
I have reviewed the accompanying balance sheet of Pangea Petroleum Corporation
as of March 31, 2000 the related statements of operation and accumulated
deficit, stockholder's equity, and cash flows for the three month period then
ended, in accordance with Statements for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All information
included in these financial statements is the representation of the management
of Pangea Petroleum Corporation.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modification that should be
made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming Pangea
Petroleum Corporation will continue as a going concern. As shown in the
financial statements, the Company has a deficit accumulated during the
development stage of $497,874. The Company has operated as a development stage
enterprise since its inception by devoting substantially all of its efforts to
financial planning and raising capital. These conditions raise substantial doubt
about the Company's continued existence. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
April 27, 2000
James J. Taylor,
Certified Public Accountant
New Braunfels, Texas
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2000
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current Assets:
Cash $ 38,450
Accounts receivable:
Trade 36,619
Employees 11,841
Less - Allowance for doubtful accounts (29,868)
---------
Net accounts receivable 18,592
Real estate for investment (at cost) 46,642
Excess payroll tax withholding 70
Deferred tax asset 82,858
---------
Total current assets 186,612
---------
Fixed Assets:
Office equipment 15,245
Worldlink equipment 61,000
Oil and gas property 58,000
Less - Accumulated depreciation (17,247)
---------
Net fixed assets 116,998
---------
Other Assets:
Deposits 988
Radio advertising credits 1,000
Worldlink goodwill 100,000
Organization expense (net of $283 amortization) 192
---------
Net other assets 102,180
---------
Total Assets $ 405,790
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade $91,867
Accrued interest payable 10,581
Sales taxes payable 539
---------
Total current liabilities 102,987
Long-Term Liabilities
Note payable to related company 162,000
---------
Other Liabilities:
Accounts payable - affiliated companies 308,120
---------
Total liabilities 573,107
---------
Stockholders' Equity:
Common stock ($0.001 par value, 50,000,000 shares authorized,
19,280,500 shares issued and outstanding at March 31, 2000) 19,280
Additional paid in capital 311,277
Deficit accumulated during the development stage (497,874)
---------
Total stockholders' equity (167,317)
---------
Total Liabilities and Stockholders' Equity $ 405,790
=========
</TABLE>
See Accountant's Report and Notes to Financial Statements
-2-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATION AND ACCUMULATED DEFICIT
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
<S> <C>
Revenues:
Advertising income $516
Operating Expenses:
Amortization expense 25
Bank charges 27
Depreciation expense 4,474
Delivery and postage 43
Medical insurance 4,721
Legal and professional expense 26,645
Stock registration fees 11,370
PR newswire 400
Late payment fees 79
Meals and entertainment 773
Office expense 221
Payroll tax expense 3,988
Salaries expense 39,625
Supplies 1,731
Telephone expense 885
Travel expense 6,151
Production expense 3,480
-------------
Total operating expenses 104,638
-------------
Net Income (Loss) from Operations (104,122)
Other Income (Expenses):
Interest income 0
Interest expense (3,231)
-------------
Total other income (expense) (3,231)
-------------
Net Income (Loss) before Income Tax Benefit (107,353)
Income tax benefit 17,597
-------------
Net Income (Loss) (89,756)
Accumulated deficit, beginning of period (408,118)
-------------
Accumulated Deficit, End of Period ($497,874)
=============
(Loss) per Share of Common Stock Outstanding ($0.0049)
=============
Weighted Average of Common Stock Shares Outstanding 18,503,763.74
=============
</TABLE>
See Accountant's Report and Notes to Financial Statements
-3-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD OF JANUARY 1, 1998 to MARCH 31, 2000
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
ADDITIONAL DURING
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
<S> <C> <C> <C> <C> <C>
Balances January 1, 1998 410,000 $410 $15,895 ($15,526) $779
Issuance of stock
for services 12,000 12 1,488 1,500
Record 14 for 1
forward stock split 5,486,000 5,486 (5,486) 0
Record 3 for 1
forward stock split 11,816,000 11,816 (11,816) 0
Net loss for period (1,962) (1,962)
---------------------------------------------------------------------------------
Balances December 31, 1998 17,724,000 $17,724 $81 ($17,488) $317
Stock sold July 1, 1999 50,000 50 49,950 50,000
Stock traded July 1, 1999
for oil and gas property 35,000 35 34,965 35,000
Net loss for period (390,630) (390,630)
---------------------------------------------------------------------------------
Balances December 31, 1999 17,809,000 $17,809 $84,996 ($408,118) ($305,313)
Stock sold Jan.- March, 2000 1,471,500 1,471 226,281 227,752
Net loss for period (89,756) (89,756)
---------------------------------------------------------------------------------
Balances March 31, 2000 19,280,500 $19,280 $311,277 ($497,874) ($167,317)
=================================================================================
</TABLE>
See Accountant's Report and Notes to Financial Statements
-4-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
<S> <C>
Cash Flows from Operating Activities
Net loss ($89,756)
Adjustment to reconcile net loss to net cash used in operating activities:
Amortization 25
Depreciation 4,474
(Increase) in current assets (74,892)
(Decrease) in current liabilities (13,496)
---------
Net cash used in operating activities (173,645)
Cash Flows from Investing Activities:
(Purchases) of fixed assets (23,000)
Net cash provided (utilized) by investing activities (23,000)
---------
Cash Flows from Financing Activities:
Proceeds from related company loans 7,000
Proceeds from sales of common stock 1,471
---------
Additional paid-in capital 226,281
---------
Net cash provided (utilized) by financing activities 234,752
---------
Net Increase in Cash and Equivalents 38,107
Cash and equivalents, beginning of period 343
---------
Cash and Equivalents, end of Period $38,450
=========
</TABLE>
See Accountant's Report and Notes to Financial Statements
-5-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000
Note 1 - Going Concern
As shown in the accompanying balance sheet, the Company has a negative
deficit accumulated during the development stage in the amount of
$408,118. As discussed below, the Company has operated as a development
stage enterprise since its inception, March 11, 1997. The Company has
devoted substantially all of its efforts to financial planning, raising
capital, and developing markets. These factors create an uncertainty
about the Company's ability to continue as a going concern. The
financial statements do not include any adjustments that might be
necessary, if the Company is unable to continue as a going concern.
Note 2 - Company History
Zip Top, Inc. (the Company), a Colorado Corporation, was incorporated
March 11, 1997. The Company's purpose is the manufacturing, marketing
and distributing a specialized line of kitchen accessories based on the
Zip to , a multipurpose bottle and jar opener made of natural rubber
and first sold in the 1950's.
The Company has operated as a development stage enterprise since its
inception by devoting substantially all of its efforts to product
development, market development and raising capital to support these
efforts.
On December 11, 1998, the Company name was officially changed to Pangea
Petroleum Corporation. The name change was based on the decision for
the company to be primarily engaged in the acquisition, development,
production, and exploration for, and the sale of petroleum products.
This entry into the petroleum industry never came to pass.
In May of 1999, Pangea Petroleum Corporation purchased the assets of
WorldLink, USA, Inc. a Houston, Texas based internet company, from the
Federal Bankruptcy Court, Southern District of Texas. The purchase
price was booked at $162,000 for the assets, deposits, and goodwill.
Pangea Petroleum Corporation assumed the management of WorldLink in
June of 1999. During the period of June, 1999, through September, 1999,
WorldLink obtained several sponsors to provide live concerts to the
public through the internet. Two concerts were produced as planned, but
deemed to be failures because of the lower than expected number of
viewers and anticipated advertising revenues. Some of the sponsors have
not paid their fees because of the failures.
At this point, Pangea Petroleum Corporation purged the management and
most of the Company staff. New directions and strategic goals were put
into place for the Company by the new management. The sale of WorldLink
became a primary goal (see subsequent events note).
Note 3 - Summary of Significant Accounting Policies
This summary of significant accounting policies of Pangea Petroleum
Corporation is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of management, who is responsible for their integrity
and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in
the preparation of the financial statements.
(Continued)
-6-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000
Note 3 - Summary of Significant Accounting Policies (Continued) Basis of
Accounting - The financial statements of the Company are prepared using
the accrual basis of accounting where as revenues are recognized when
earned and expenses recognized when incurred.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
Cash and Cash Equivalents - The Company considers all highly liquid
investments purchased with an original maturity of three months or less
to be cash equivalents.
Property and Equipment - Property and equipment are recorded at cost,
less accumulated depreciation. Additions, renewals, and betterments are
capitalized, whereas expenditures for maintenance and repairs are
expressed. The costs and related accumulated depreciation of assets
retired or sold are removed from the appropriate asset and depreciation
accounts, and the resulting gain or loss is reflected in income. It is
the policy of the Company to depreciate using accelerated methods for
both financial reporting and tax purposes at rates based on the
following useful lives:
Years
-----
Office equipment 7
WorldLink equipment 7
Organization Costs - Costs incurred in organizing the Company are being
amortized over a sixty month period.
Federal Income Taxes - The Company has adopted the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" to account for income taxes. This
statement requires the establishment of a deferred tax asset or
liability for the recognition of future deductible or taxable amounts
and operating loss and tax credit carryforwards. Deferred tax expense
or benefit is recognized as a result of the changes in the assets and
liabilities during the year. The amount and timing of the reversal of
the differences are estimated and actual amounts may differ from these
amounts.
Comparative Financial Information - The December 31, 1998 financial
information is presented for comparative purposes only.
Earnings per Share - Earnings per share is calculated by dividing the
net loss for the period by the weighted average number of common shares
outstanding.
Note 4 - Related Party Debt
The Company's related party debt consists of two types liabilities.
Related party is defined as a company with common ownership or a major
stockholder. Pangea Petroleum Corporation has the following debts at
December 31, 1999:
(Continued)
-7-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000
Note 4 - Related Party Debt (Continued):
Account Payable - Affiliated Companies - This account balance consists
of an accumulation of advances made by related parties for the purpose
of funding operating expenses and normal costs of doing business.
Note Payable to Related Company - This account consists of the advance
for the purchase price of the WorldLink USA, Inc. assets. It is
supported by a demand note in the amount of $162,000 dated June 7,
1999, and payable to Rapid Release Research, LLC. This note is secured
by a security interest in and to the equipment, accounts receivable and
inventory associated with WorldLink USA, Inc. Interest on this
instrument is accrued at the stated rate of eight (8) percent through
March 31, 2000.
Note 5 - Oil and Gas Property
On July 1, 1999, the Company acquired a non-producing South Texas oil
and gas property in exchange for common stock. This property is in the
development process, and therefore, has no known production nor
reserves. It is therefore carried on the Company's books at the value
at acquisition or $35,000.
On March 9, 2000, the company entered into a contract to drill and
develop oil and gas prospects on certain oil and gas leases in Webb
County, Texas at a cost of $23,000, as of March 31, 2000.
Note 6 - Subsequent Events
In December, 1999, verbal offers for the WorldLink USA, Inc. were
received and negotiations pursued. This sale to Paradigm Advanced
Technologies was approved, and negotiations continue to date.
On April 26, 2000, Pangea Petroleum Corporation and Segway II corp.
entered into an agreement for Pangea to acquire all of the outstanding
shares of Segway at a cost of $75,000 and 5,000 shares of Pangea common
stock and is to be closed as soon as possible.
-8-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 1999 and 1998
TABLE OF CONTENTS
PAGE
----
Independent Auditor's Report 1
Financial Statements:
Balance Sheet 2
Statement of Operations 3-4
Statement of Stockholders' Equity 5
Statement of Cash Flows 6
Notes to the Financial Statements 7-9
<PAGE>
Independent Auditor's Report
To The Board of Directors
Pangea Petroleum Corporation
6666 Harwin, Suite 545
Houston, Texas 77036
I have audited the accompanying balance sheet of Pangea Petroleum Corporation (a
development stage company) as of December 31, 1999, and the related statement of
operations, changes in stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit. The financial statements of Pangea Petroleum Corporation as of
December 31, 1998 were not prepared by me, and accordingly, I do not express an
opinion on these statements, nor do I offer any other assurance on them.
I have conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Pangea Petroleum Corporation as of
December 31, 1999, and the results of its operations and cash flows for the year
then ended, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming Pangea
Petroleum Corporation will continue as a going concern. As shown in the
financial statements, the Company has a deficit accumulated during the
development stage of $408,118. The Company has operated as a development stage
enterprise since its inception by devoting substantially all of its efforts to
financial planning and raising capital. These conditions raise substantial doubt
about the Company's continued existence. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
James J. Taylor,
Certified Public Accountant
New Braunfels, Texas
February 15, 2000
-1-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
ASSETS
<S> <C> <C>
Current Assets:
Cash $ 343 $ 0
Accounts receivable:
Trade 36,619
Employees 1,258
Less - Allowance for doubtful accounts (29,868)
--------
Net accounts receivable 8,009
Deferred tax asset 65,261
-------- --------
Total current assets 73,613 0
-------- --------
Fixed Assets:
Office equipment 15,245
Worldlink equipment 61,000
Oil and gas property 35,000
Less - Accumulated depreciation (12,774)
-------- --------
Net fixed assets 98,471 0
-------- --------
Other Assets:
Deposits 988
Radio advertising credits 1,000
Worldlink goodwill 100,000
Organization expense (net of $283 amortization) 217 317
-------- --------
Net other assets 102,205 317
-------- --------
Total Assets $274,289 $ 317
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank overdraft $ 5,931 $ 0
Accounts payable - trade 51,052
Accrued interest payable 7,350
Payroll taxes accrued and withheld 51,611
Sales taxes payable 539
-------- --------
Total current liabilities 116,483 0
Long-Term Liabilities
Note payable to related company 162,000 0
-------- --------
Other Liabilities:
Accounts payable - affiliated companies 301,119
-------- --------
Total liabilities 579,602 0
-------- --------
Stockholders' Equity:
Common stock ($0.001 par value, 50,000,000 shares authorized,
17,809,000 shares outstanding at December 31, 1999,
17,724,000 shares outstanding at December 31, 1998 17,809 17,724
Additional paid in capital 84,996 81
Deficit accumulated during the development stage (408,118) (17,488)
-------- --------
Total stockholders' equity (305,313) 317
-------- --------
Total Liabilities and Stockholders' Equity $274,289 $ 317
======== ========
</TABLE>
See Accountant's Report and Notes to Financial Statements
-2-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATION
FOR THE YEARS ENDED DECEMBER 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
Revenues:
<S> <C> <C>
Web hosting and e-mail services $ 2,528 $ 0
Advertising income 751
Production income 30,151
-------- --------
Total income 33,430 0
Cost of Sales:
Direct cost of sales 2,008 0
Direct cost of sales - Hawaii 57,385
-------- --------
Total cost of sales 59,393 0
-------- --------
Gross Profit (Loss) (25,963) 0
Operating Expenses:
Advertising 900
Amortization expense 100 100
Bad debts 29,869
Bank charges 576 12
Charitable contributions 5,000
Contracted services 33,262
Depreciation expense 12,774
Dues and subscriptions expense 1,925
Employee benefit programs expense 1,403
Delivery and postage 581
Gift expense 52
Medical insurance 7,067
Property insurance 2,500
Legal and professional expense 24,793
Consultants/contract labor 14,650 1,872
Stock transfer fees 4,005
Stock registration fees 6,000
PR newswire 5,740
Late payment fees 57
Licenses expense 505
Maintenance expense 1,267
Meals and entertainment 1,269
Office expense 6,169
Office expense - software/equipment 10,145
Payroll tax expense 14,567
Worldlink payroll tax expense 3,344
Rent or lease expense 19,922
Repairs 3,597
Salaries expense 154,674
Supplies 7,385
Telephone expense 7,543
Telephone expense - cell phone 4,761
Telephone maintenance 6,731
Travel expense 21,945
Production expense 7,500
-------- --------
Total operating expenses 422,578 1,984
-------- --------
Net Income (Loss) from Operations ($448,541) ($ 1,984)
</TABLE>
(Continued)
See Accountant's Report and Notes to Financial Statements
-3-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATION (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net Income (Loss) from Operations ($448,541) ($1,984)
Other Income (Expenses):
Interest income 0 22
Interest expense (7,350)
---------- ----------
Total other income (expense) (7,350) 22
---------- ----------
Net Income (Loss) before Income Tax Benefit (455,891) (1,962)
Income tax benefit 65,261 0
---------- ----------
Net Income (Loss) (390,630) (1,962)
Accumulated deficit, beginning of period (17,488) (15,526)
---------- ----------
Accumulated Deficit, End of Period ($408,118) ($17,488)
========== ==========
(Loss) per Share of Common Stock Outstanding ($0.0220) ($0.0001)
========== ==========
Weighted Average of Common Stock Shares Outstanding 17,766,849 17,572,109
========== ==========
</TABLE>
See Accountant's Report and Notes to Financial Statements
-4-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD OF JANUARY 1, 1998 to DECEMBER 31, 1999
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
ADDITIONAL DURING
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
<S> <C> <C> <C> <C> <C>
Balances January 1, 1998 410,000 $410 $15,895 ($15,526) $779
Issuance of stock
for services 12,000 12 1,488 1,500
Record 14 for 1
forward stock split 5,486,000 5,486 (5,486) 0
Record 3 for 1
forward stock split 11,816,000 11,816 (11,816) 0
Net loss for period (1,962) (1,962)
---------- ------- ------- -------- --------
Balances December 31, 1998 17,724,000 $17,724 $81 ($17,488) $317
Stock sold July 1, 1999 50,000 50 49,950 50,000
Stock traded July 1, 1999
for oil and gas property 35,000 35 34,965 35,000
Net loss for period (390,630) (390,630)
------------------------------------------------------------------------------------------
Balances December 31, 1999 17,809,000 $17,809 $84,996 ($408,118) ($305,313)
========== ======= ======= ======== ========
</TABLE>
See Accountant's Report and Notes to Financial Statements
-5-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
Cash Flows from Operating Activities
<S> <C> <C>
Net loss ($390,630) ($1,962)
Adjustment to reconcile net loss to net cash used in operating activities:
Amortization 100 100
Stock issued for services 1,500
Depreciation 12,774
(Increase) in current assets (73,270)
Increase in current liabilities 116,483
-------- ------
Net cash used in operating activities (334,543) (362)
Cash Flows from Investing Activities:
(Purchases) of equipment (76,245) 0
(Increase) in deposits (1,988)
(Increase) in goodwill (100,000)
-------- ------
Net cash provided (utilized) by investing activities (178,233) 0
-------- ------
Cash Flows from Financing Activities:
Proceeds from related company notes 162,000 0
Proceeds from related company loans 301,119
Proceeds from sales of common stock 50
Additional paid-in capital 49,950
-------- ------
Net cash provided (utilized) by financing activities 513,119 0
-------- ------
Net Increase in Cash and Equivalents 343 (362)
Cash and equivalents, beginning of period 0 362
-------- ------
Cash and Equivalents, end of Period $ 343 $ 0
======== ======
</TABLE>
See Accountant's Report and Notes to Financial Statements
-6-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
Note 1 - Going Concern
As shown in the accompanying balance sheet, the Company has a negative
deficit accumulated during the development stage in the amount of
$408,118. As discussed below, the Company has operated as a development
stage enterprise since its inception, March 11, 1997. The Company has
devoted substantially all of its efforts to financial planning, raising
capital, and developing markets. These factors create an uncertainty
about the Company's ability to continue as a going concern. The
financial statements do not include any adjustments that might be
necessary, if the Company is unable to continue as a going concern.
Note 2 - Company History
Zip Top, Inc. (the Company), a Colorado Corporation, was incorporated
March 11, 1997. The Company's purpose is the manufacturing, marketing
and distributing a specialized line of kitchen accessories based on the
Zip to , a multipurpose bottle and jar opener made of natural rubber
and first sold in the 1950's.
The Company has operated as a development stage enterprise since its
inception by devoting substantially all of its efforts to product
development, market development and raising capital to support these
efforts.
On December 11, 1998, the Company name was officially changed to Pangea
Petroleum Corporation. The name change was based on the decision for
the company to be primarily engaged in the acquisition, development,
production, and exploration for, and the sale of petroleum products.
This entry into the petroleum industry never came to pass.
In May of 1999, Pangea Petroleum Corporation purchased the assets of
WorldLink, USA, Inc. a Houston, Texas based internet company, from the
Federal Bankruptcy Court, Southern District of Texas. The purchase
price was booked at $162,000 for the assets, deposits, and goodwill.
Pangea Petroleum Corporation assumed the management of WorldLink in
June of 1999. During the period of June, 1999, through September, 1999,
WorldLink obtained several sponsors to provide live concerts to the
public through the internet. Two concerts were produced as planned, but
deemed to be failures because of the lower than expected number of
viewers and anticipated advertising revenues. Some of the sponsors have
not paid their fees because of the failures.
At this point, Pangea Petroleum Corporation purged the management and
most of the Company staff. New directions and strategic goals were put
into place for the Company by the new management. The sale of WorldLink
became a primary goal (see subsequent events note).
Note 3 - Summary of Significant Accounting Policies
This summary of significant accounting policies of Pangea Petroleum
Corporation is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of management, who is responsible for their integrity
and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in
the preparation of the financial statements.
(Continued)
-7-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
Note 3 - Summary of Significant Accounting Policies (Continued)
Basis of Accounting - The financial statements of the Company are
prepared using the accrual basis of accounting where as revenues are
recognized when earned and expenses recognized when incurred.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
Cash and Cash Equivalents - The Company considers all highly liquid
investments purchased with an original maturity of three months or less
to be cash equivalents.
Property and Equipment - Property and equipment are recorded at cost,
less accumulated depreciation. Additions, renewals, and betterments are
capitalized, whereas expenditures for maintenance and repairs are
expensed. The costs and related accumulated depreciation of assets
retired or sold are removed from the appropriate asset and depreciation
accounts, and the resulting gain or loss is reflected in income. It is
the policy of the Company to depreciate using accelerated methods for
both financial reporting and tax purposes at rates based on the
following useful lives:
Years
-----
Office equipment 7
WorldLink equipment 7
Organization Costs - Costs incurred in organizing the Company are being
amortized over a sixty month period.
Federal Income Taxes - The Company has adopted the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" to account for income taxes. This
statement requires the establishment of a deferred tax asset or
liability for the recognition of future deductible or taxable amounts
and operating loss and tax credit carryforwards. Deferred tax expense
or benefit is recognized as a result of the changes in the assets and
liabilities during the year. The amount and timing of the reversal of
the differences are estimated and actual amounts may differ from these
amounts.
Comparative Financial Information - The December 31, 1998 financial
information is presented for comparative purposes only.
Earnings per Share - Earnings per share is calculated by dividing the
net loss for the period by the weighted average number of common shares
outstanding.
Note 4 - Related Party Debt
The Company's related party debt consists of two types liabilities.
Related party is defined as a company with common ownership or a major
stockholder. Pangea Petroleum Corporation has the following debts at
December 31, 1999:
(Continued)
-8-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
Note 4 - Related Party Debt (Continued):
Account Payable - Affiliated Companies - This account balance consists
of an accumulation of advances made by related parties for the purpose
of funding operating expenses and normal costs of doing business. The
Company's working capital position has deteriorated significantly
during 1999. At December 31, 1999, the Company's liabilities are
substantially in excess of its assets. The deterioration of working
capital was caused by losses from operations and write-offs of accounts
receivable deemed uncollectible. The Company continues to fund its
working capital through advances from the related parties.
Note Payable to Related Company - This account consists of the advance
for the purchase price of the WorldLink USA, Inc. assets. It is
supported by a demand note in the amount of $162,000 dated June 7,
1999, and payable to Rapid Release Research, LLC. This note is secured
by a security interest in and to the equipment, accounts receivable and
inventory associated with WorldLink USA, Inc. Interest on this
instrument is accrued at the stated rate of eight (8) percent through
December 31, 1999.
Note 5 - Oil and Gas Property
On July 1, 1999, the Company acquired a non-producing South Texas oil
and gas property in exchange for common stock. This property is in the
development process, and therefore, has no known production nor
reserves. It is therefore carried on the Company's books at the value
at acquisition or $35,000.
Note 6 - Subsequent Events
In December, 1999, verbal offers for the WorldLink USA, Inc. were
received and negotiations pursued. This sale to Paradigm Advanced
Technologies was approved, with formal documentation to pe presented to
the Company on March 1, 2000.
At a meeting of the Board of Directors in January, 2000, the board
approved the conversion of Rapid Release Research, LLC. And Martin R.
Nathan and Assoc1iates debt to Pangea Petroleum Corporation stock.
-9-
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
Pangea Petroleum Corporation
6666 Harwin, Suite 545
Houston, Texas 77036
I have reviewed the pro forma adjustments reflecting the event described in Note
1 and the application of those adjustments to the historical amounts in the
accompanying pro forma balance sheet of Pangea Petroleum Corporation as of April
26, 2000, and the pro forma statement of operations for the three month period
then ended. These historical financial statements are derived from the March 31,
2000 historical financial statements of Pangea Petroleum Corporation, which were
reviewed by me, and the audited financial statements of Segway II Corp. as of
January 31, 2000, which were audited by Varma and Associates, Certified Public
Accountants. My review was conducted in accordance with standards established by
the American Institute of Certified Public Accountants.
A review is substantially less in scope than an examination, the objective of
which is the expression of an opinion on management's assumptions, the pro forma
adjustments , and the application of those adjustments to historical
information. Accordingly, I do not express such an opinion.
The objective of this pro forma financial information is to show what the
significant effect s on the historical information might have been had the event
described in Note 1 had occurred at an earlier date. However, the pro forma
financial statements are not necessarily indicative of the results of operations
or related effects on financial position that wold have been attained had the
above mentioned event actually occurred earlier.
Based on my review, nothing came to my attention that caused me to believe that
management's assumptions do not provide a reasonable bases for presenting the
significant effects directly attributable to the above mentioned event described
in Note 1, that the related pro forma adjustments do not give appropriate effect
to those assumptions, or that the pro forma column does not reflect the proper
application of those adjustments to the historical financial statement amounts
in the pro forma balance sheet as of March 31, 2000, and the pro forma statement
of operations for the three months then ended.
April 27, 2000
James J. Taylor,
Certified Public Accountant
New Braunfels, Texas
<PAGE>
PANGEA PETROLEUM CORPORATION
PRO FORMA BALANCE SHEET
MARCH 31, 2000
<TABLE>
<CAPTION>
PANGEA SEGWAY COMBINED
------ ------ --------
ASSETS
Current Assets:
<S> <C> <C> <C>
Cash $38,450 $500 $38,950
Accounts receivable:
Trade 36,619 36,619
Employees 11,841 11,841
Less - Allowance for doubtful accounts (29,868) (29,868)
-----------------------------------
Net accounts receivable 18,592 0 18,592
Real estate for investment (at cost) 46,642 46,642
Excess payroll tax withholding 70 70
Deferred tax asset 82,858 82,858
-----------------------------------
Total current assets 186,612 500 187,112
-----------------------------------
Fixed Assets:
Office equipment 15,245 15,245
Worldlink equipment 61,000 61,000
Oil and gas property 58,000 58,000
Less - Accumulated depreciation (17,247) (17,247)
-----------------------------------
Net fixed assets 116,998 0 116,998
-----------------------------------
Other Assets:
Deposits 988 988
Radio advertising credits 1,000 1,000
Purchased company 75,000 75,000
Worldlink goodwill 100,000 100,000
Organization expense (net of $283 amortization) 192 192
-----------------------------------
Net other assets 177,180 177,180
-----------------------------------
Total Assets $480,790 $500 $481,290
===================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade $166,867 150 167,017
Accrued interest payable 10,581 10,581
Sales taxes payable 539 539
-----------------------------------
Total current liabilities 177,987 150 178,137
Long-Term Liabilities
Note payable to related company 162,000 162,000
-----------------------------------
Other Liabilities:
Accounts payable - affiliated companies 308,120 308,120
-----------------------------------
Total liabilities 648,107 150 648,257
-----------------------------------
Stockholders' Equity:
Common stock ($0.001 par value, 50,000,000 shares authorized,
19,285,500 shares issued and outstanding) 19,280 500 19,780
Additional paid in capital 311,277 311,277
Deficit accumulated (497,874) (150) (498,024)
-----------------------------------
Total stockholders' equity (167,317) 350 (166,967)
-----------------------------------
Total Liabilities and Stockholders' Equity $480,790 $500 $481,290
===================================
</TABLE>
See Accountant's Pro Forma Report and Note to Pro Forma Statements
-2-
<PAGE>
PANGEA PETROLEUM CORPORATION
PRO FORMA STATEMENT OF OPERATION
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
PANGEA SEGWAY COMBINED
------ ------ --------
<S> <C> <C> <C>
Revenues:
Advertising income $516 $0 $516
Operating Expenses:
Amortization expense 25 0 25
Bank charges 27 27
Depreciation expense 4,474 4,474
Delivery and postage 43 43
Medical insurance 4,721 4,721
Legal and professional expense 26,645 150 26,795
Stock registration fees 11,370 11,370
PR newswire 400 400
Late payment fees 79 79
Meals and entertainment 773 773
Office expense 221 221
Payroll tax expense 3,988 3,988
Salaries expense 39,625 39,625
Supplies 1,731 1,731
Telephone expense 885 885
Travel expense 6,151 6,151
Production expense 3,480 3,480
-----------------------------------------
Total operating expenses 104,638 150 104,788
-----------------------------------------
Net Income (Loss) from Operations (104,122) (150) (104,272)
Other Income (Expenses):
Interest income 0 0
Interest expense (3,231) (3,231)
-----------------------------------------
Total other income (expense) (3,231) 0 (3,231)
-----------------------------------------
Net Income (Loss) before Income Tax Benefit (107,353) (107,503)
Income tax benefit 17,597 0 17,597
-----------------------------------------
Net Income (Loss) (89,756) (150) (89,906)
Accumulated deficit, beginning of period (408,118) 0 (408,118)
-----------------------------------------
Accumulated Deficit, End of Period ($497,874) ($150) ($498,024)
=========================================
</TABLE>
See Accountant's Pro Forma Report and Note to Pro Forma Statements
-3-
<PAGE>
PANGEA PETROLEUM CORPORATION
(A Development Stage Company)
Note to Pro Forma Financial Statements
March 31, 2000
Note 1 - Acquisition of Company
On April 26, 2000, an agreement was entered into by Pangea Petroleum
Corporation and Segway II Corp. for Pangea to acquire all of the assets
and equity of Segway. The agreement called for a cash payment of
$75,000 and 5,000 shares of $0.001 par value stock of Pangea in
exchange for all of the assets and equity of Segway. These statements
are based on the transaction having taken place on March 31, 2000, and
utilize the reviewed financial statements of Pangea Petroleum
Corporation as of that date by James J. Taylor, Certified Public
Accountant, combined with the audited financial statements of Segway II
Corp. audited by Varma and Associates, Certified Public Accountants.
The resulting pro forma statements reflect the effect on those
historical financial statements.
<PAGE>
Index to Exhibits
2.1 Stock Acquisition and Reorganization Agreement by and among Pangea
Petroleum Corp and Segway II Corp. dated April 26, 2000.
3.1 Articles of Incorporation of Pangea Petroleum Corp. as amended.
3.2 By-Laws of Pangea Petroleum Corp.
17.1 Resignation Letter of Richard I. Anslow
27.1. Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Pangea Petroleum Corp.,
a Colorado corporation
DATED: April 28, 2000
/s/ Charles B. Pollock
-----------------------
Charles B. Pollock
Chief Executive Officer
<PAGE>
EXHIBIT 2.1
STOCK ACQUISITION AND REORGANIZATION AGREEMENT
THIS STOCK ACQUISITION AND REORGANIZATION AGREEMENT (this "Agreement") is made
and entered into effective the 26th day of April 2000 (the "Effective Date") by
and among Pangea Petroleum Corp., a Colorado corporation ("PAPO"); Segway II
Corp., a New Jersey corporation ("Segway"); and the persons listed in Exhibit A
hereof (collectively the "Shareholders"), being the owners of record of all of
the issued and outstanding stock of Segway.
RECITALS
A. The Shareholders own all of the issued and outstanding shares of $.0001 par
value common stock of Segway ("Shares").
B. The Shareholders desire to exchange all of the Shares for $75,000 and 5,000
shares of $.001 par value common stock of PAPO subject to the conditions
specified by the provisions of this Agreement.
C. The Boards of Directors of Segway and PAPO have determined that it is
advisable and appropriate and in the best interests of those corporations and
their respective shareholders that the exchange contemplated by the provisions
of recital B specified above occur on the terms and subject to the conditions
specified by the provisions of this Agreement.
D. The parties to this Agreement desire that the transaction contemplated by the
provisions of this Agreement satisfy the requirements of Section 368(a)(1)(B) of
the Internal Revenue Code of 1986, as amended, and the regulations promulgated
pursuant thereto.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals specified above that shall be
deemed to be a substantive part of this agreement, and the mutual covenants,
representations and warranties specified in this agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby covenant, promise, agree, represent and
warrant as follows:
1. EXCHANGE OF STOCK
1.1 Number of Shares. The Shareholders agree to transfer to PAPO at the
Closing (defined below) the number of shares of common stock of Segway,
$.0001 par value per share, shown opposite their names in Exhibit A, in
an exchange for an aggregate of 5,000 shares of voting common stock of
PAPO, $.001 par value per share
<PAGE>
1.2 Exchange of Certificates. Each holder of an outstanding certificate or
certificates theretofore representing shares of Segway common stock
shall surrender such certificate(s) for cancellation to PAPO, and shall
receive in exchange a certificate or certificates representing the
number of full shares of PAPO common stock into which the shares of
Segway common stock represented by the certificate or certificates so
surrendered shall have been converted. The transfer of Segway shares by
the Shareholders shall be effected by the delivery to PAPO at the
Closing of certificates representing the transferred shares endorsed in
blank or accompanied by stock powers executed in blank.
1.3 Fractional Shares. Fractional shares of PAPO common stock shall not be
issued, but in lieu thereof PAPO shall round up fractional shares to
the next highest whole number.
1.4 Further Assurances. At the Closing and from time to time thereafter,
the Shareholders shall execute such additional instruments and take
such other action as PAPO may request in order more effectively to
sell, transfer, and assign the transferred stock to PAPO and to confirm
PAPO's title thereto.
2. RATIO OF EXCHANGE.
The securities of Segway owned by the Shareholders, and the relative securities
of PAPO for which they will be exchanged, are set out opposite their names in
Exhibit A.
3. CLOSING.
3.1 Time And Place. The Closing contemplated herein shall be held as soon
as possible by exchanging documents via telefax and overnight express
delivery by no later than April , 2000, unless another place or time is
agreed upon in writing by the parties without requiring the meeting of
the parties hereof. All proceedings to be taken and all documents to be
executed at the Closing shall be deemed to have been taken, delivered
and executed simultaneously, and no proceeding shall be deemed taken
nor documents deemed executed or delivered until all have been taken,
delivered and executed. The date of Closing may be accelerated or
extended by agreement of the parties.
3.2 Form of Documents. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission required by this
Agreement or any signature required thereon may be used in lieu of an
original writing or transmission or signature for any and all purposes
for which the original could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission or original
signature.
4. UNEXCHANGED CERTIFICATES.
Until surrendered, each outstanding certificate that prior to the Closing
represented Segway common stock shall be deemed for all purposes, other than the
payment of dividends or other distributions, to evidence ownership of the number
of shares of PAPO common stock into which it was converted. No dividend or other
distribution shall be paid to the holders of certificates of Segway common stock
until presented for exchange at which time any outstanding dividends or other
distributions shall be paid.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and warrant as follows:
5.1 Title to Shares. The Shareholders, and each of them, are the owners,
free and clear of any liens and encumbrances, of the number of Segway
shares which are listed in the attached schedule and which they have
contracted to exchange.
5.2 Litigation. There is no litigation or proceeding pending, or to any
Shareholder's knowledge threatened, against or relating to shares of
Segway held by the Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF SEGWAY.
Segway represents and warrants that:
6.1 Corporate Organization and Good Standing. Segway is a corporation duly
organized, validly existing, and in good standing under the laws of the
State of New Jersey and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or
business requires such qualification.
6.2 Reporting Company Status. Segway has filed with the Securities and
Exchange Commission a registration statement on Form 10-SB which became
effective pursuant to the Securities Exchange Act of 1934 and is a
reporting company pursuant to Section12(g) thereunder.
6.3 Reporting Company Filings. Segway has timely filed and is current on
all reports required to be filed by it pursuant to Section 13 of the
Securities Exchange Act of 1934.
6.4 Capitalization. Segway's authorized capital stock consists of
100,000,000 shares of Common Stock, $.0001 par value per share, of
which 5,000,000 shares are issued and outstanding, and 20,000,000
shares of Preferred Stock, $.0001 par value per share, of which no
shares are issued or outstanding.
6.5 Issued Stock. All the outstanding shares of its Common Stock are duly
authorized and validly issued, fully paid and non-assessable.
6.6 Stock Rights. There are no stock grants, options, rights, warrants or
other rights to purchase or obtain Segway Common or Preferred Stock
issued or committed to be issued.
6.7 Corporate Authority. Segway has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its
business as it is now being conducted and to execute, deliver, perform
and conclude the transactions contemplated by this Agreement and all
other agreements and instruments related to this Agreement.
6.8 Authorization. Execution of this Agreement has been duly authorized and
approved by Segway 's Board of Directors.
<PAGE>
6.9 Subsidiaries. Segway has no subsidiaries.
6.10 Financial Statements. Segway's financial statements dated as of January
31, 2000, copies of which will have been delivered by Segway to PAPO
prior to the Closing (the "Segway Financial Statements"), fairly
present the financial condition of Segway as of the date therein and
the results of its operations for the periods then ended in conformity
with generally accepted accounting principles consistently applied.
6.11 Absence of Undisclosed Liabilities. Except to the extent reflected or
reserved against in the Segway Financial Statements, Segway did not
have at that date any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with generally accepted
accounting principles.
6.12 No Material Changes. There has been no material adverse change in the
business, properties, or financial condition of Segway since the date
of the Segway Financial Statements.
6.13 Litigation. There is not, to the knowledge of Segway, any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against Segway or against any of its officers or directors.
6.14 Contracts. Segway is not a party to any material contract not in the
ordinary course of business that is to be performed in whole or in
party at or after the date of this Agreement.
6.15 Title. Segway has good and marketable title to all the property, if
any, included in the Segway Financial Statements. Except as set out in
the balance sheet thereof, the properties of Segway are not subject to
any mortgage, encumbrance, or lien of any kind except minor
encumbrances that do not materially interfere with the use of the
property in the conduct of the business of Segway.
6.16 Tax Returns. All required tax returns or federal, state, county,
municipal, local, foreign and other taxes and assessments have been
properly prepared and filed by Segway for all years for which such
returns are due unless an extension for filing any such return has been
properly prepared and filed. Any and all federal, state, county,
municipal, local, foreign and other taxes, assessments, including any
and all interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal and
state taxes reflected in the Segway Financial Statements are adequate
to cover any such taxes that may be assessed against Segway in respect
of its business and its operations during the periods covered by the
Segway Financial Statements and all prior periods.
6.17 No Violation. The Closing will not constitute or result in a breach or
default under any provision of any charter, by-law, indenture,
mortgage, lease, or agreement, or any order, judgment, decree, law, or
regulation to which any property of Segway is subject or by which
Segway is bound.
<PAGE>
7. REPRESENTATIONS AND WARRANTIES OF PAPO.
PAPO represents and warrants that:
7.1 Corporate Organization and Good Standing. PAPO is a corporation duly
organized, validly existing, and in good standing under the laws of the
State of Colorado and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or
business requires such qualification.
7.2 Capitalization. PAPO's authorized capital stock consists of 50,000,000
shares of Common Stock, $.001 par value per share, of which 21,766,231
shares have been issued and are outstanding, and 5,000,000 shares of
Preferred Stock, $.01 par value per share, of which no shares of
Preferred Stock are issued or outstanding.
7.3 Issued Stock. All the outstanding shares of its Common Stock are duly
authorized and validly issued, fully paid and non-assessable.
7.4 Stock Rights. There are not stock grants, options, rights, warrants or
other rights to purchase or obtain PAPO Common or Preferred Stock
issued or committed to be issued.
7.5 Corporate Authority. PAPO has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its
business as it is now being conducted and to execute, deliver, perform
and conclude the transactions contemplated by this Agreement and all
other agreements and instruments related to this Agreement.
7.6 Authorization. Execution of this Agreement has been duly authorized and
approved by PAPO's Board of Directors.
7.7 Subsidiaries. PAPO has no subsidiaries.
7.8 Financial Statements. PAPO's financial statements dated as of a current
date, copies of which will have been delivered by PAPO to Segway prior
to the Closing (the "PAPO Financial Statements"), fairly present the
financial condition of PAPO as of the date therein and the results of
its operations for the periods then ended in conformity with generally
accepted accounting principles consistently applied.
7.9 Absence of Undisclosed Liabilities. Except to the extent reflected or
reserved against in the PAPO Financial Statements, PAPO did not have at
that date any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with generally accepted
accounting principles.
7.10 No Material Changes. There has been no material adverse change in the
business, properties, or financial condition of PAPO since the date of
the PAPO Financial Statements.
7.11 Litigation. There is not, to the knowledge of PAPO, any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against PAPO or against any of its officers or directors.
<PAGE>
7.12 Contracts. PAPO is not a party to any material contract not in the
ordinary course of business that is to be performed in whole or in part
at or after the date of this Agreement.
7.13 Title. PAPO has good and marketable title to all the real property and
good and valid title to all other property included in the PAPO
Financial Statements. Except as set out in the balance sheet thereof,
the properties of PAPO are not subject to any mortgage, encumbrance, or
lien of any kind except minor encumbrances that do not materially
interfere with the use of the property in the conduct of the business
of PAPO.
7.14 Tax Returns. All required tax returns or federal, state, county,
municipal, local, foreign and other taxes and assessments have been
properly prepared and filed by PAPO for all years for which such
returns are due unless an extension for filing any such return has been
properly prepared and filed. Any and all federal, state, county,
municipal, local, foreign and other taxes, assessments, including any
and all interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal and
state taxes reflected in the PAPO Financial Statements are adequate to
cover any such taxes that may be assessed against PAPO in respect of
its business and its operations during the periods covered by the PAPO
Financial Statements and all prior periods.
7.15 No Violation. The Closing will not constitute or result in a breach or
default under any provision of any charter, by-law, indenture,
mortgage, lease, or agreement, or any order, judgment, decree, law, or
regulation to which any property of PAPO is subject or by which PAPO is
bound.
8. CONDUCT PENDING THE CLOSING
Segway, PAPO and the Shareholders covenant that between the date of this
Agreement and the Closing as to each of them:
8.1 No change will be made in the charter documents, by-laws, or other
corporate documents of Segway.
8.2 Segway will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not
enter into any material commitment except in the ordinary course of
business.
8.3 No change will be made in the charter documents, by-law, or other
corporate documents of PAPO.
8.4 PAPO will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not
enter into any material commitment except in the ordinary course of
business.
8.5 None of the Shareholders will sell, transfer, assign, hypothecate,
lien, or otherwise dispose or encumber the Segway shares of common
stock owned by them.
<PAGE>
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
Segway's obligation to consummate this exchange shall be subject to fulfillment
on or before the Closing of each of the following conditions, unless waived in
writing by Segway:
9.1 PAPO's Representations and Warranties. The representations and
warranties of PAPO set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
9.2 PAPO's Covenants. PAPO shall have performed all covenants required by
this Agreement to be performed by it on or before the Closing.
9.3 Board of Director Approval. This Agreement shall have been approved by
the Board of Directors of PAPO.
9.4 Supporting Documents of PAPO. PAPO shall have delivered to the
Shareholders supporting documents in form and substance reasonably
satisfactory to the Shareholders, to the effect that:
(a) A good standing certificate from the jurisdiction of PAPO's
organization stating that PAPO is a corporation duly organized, validly
existing and in good standing;
(b) Secretary's certificate stating that PAPO's authorized capital
stock is as set forth herein;
(c) Certified copy of the resolution of the Board of Directors of PAPO
authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and directors
of PAPO;
(e) PAPO's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF PAPO
PAPO's obligation to consummate this exchange shall be subject to fulfillment on
or before the Closing of each of the following conditions, unless waived in
writing by PAPO:
10.1 Shareholders' Representations and Warranties. The representations and
warranties of the Shareholders set forth herein shall be true and
correct at the Closing as though made at and as of that date, except as
affected by transactions contemplated hereby.
10.2 Covenants. The Shareholders shall have performed all covenants required
by this Agreement to be performed by them on or before the Closing.
<PAGE>
10.3 Segway's Representations and Warranties. The representations and
warranties of Segway set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
10.4 Segway's Covenants. Segway shall have performed all covenants required
by this Agreement to be performed by them on or before Closing.
10.5 Board of Directors Approval. This Agreement shall have been approved by
the Board of Directors of Segway.
10.6 Supporting Documents of Segway. Segway shall have delivered to the
shareholders supporting documents in form and substance reasonably
satisfactory to the Shareholders, to the effect that:
(a) A good standing certificate from the jurisdiction of Segway's
organization stating that Segway is a corporation duly organized,
validly existing and in good standing;
(b) Secretary's certificate stating that Segway's authorized capital
stock is as set forth herein;
(c) Certified copy of the resolution of the Board of Directors of
Segway authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and directors
of Segway;
(e) Segway's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
11. SHAREHOLDER REPRESENTATIVE.
The Shareholders hereby irrevocably designate and appoint Richard I. Anslow &
Associates, 4400 Route 9 South, 2nd Floor, Freehold, New Jersey 07728, as their
agent and attorney in fact (the "Shareholders' Representative") with full power
and authority until the Closing to execute, deliver, and receive on their behalf
all notices, requests, and other communications hereunder; to fix and alter on
their behalf the date, time, and place of the Closing; to waive, amend, or
modify any provisions of this Agreement, and to take such other action on their
behalf in connection with this Agreement, the Closing, and the transactions
contemplated hereby as such agent or agents deem appropriate; provided, however,
that no such waiver, amendment, or modification may be made if it would decrease
the number of shares to be issued to the Shareholders hereunder or increase the
extent of their liability hereunder.
<PAGE>
12. TERMINATION.
This Agreement may be terminated (1) by mutual consent in writing; or (2) if the
Closing shall not have taken place within thirty (30) days following execution
of this Agreement, unless adjourned to a later date by mutual consent in
writing.
13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Shareholders, PAPO and Segway set out
herein shall survive the Closing.
14. ARBITRATION
14.1 Scope. The parties hereby agree that any and all claims (except only
for requests for injunctive or other equitable relief) whether existing
now, in the past or in the future as to which the parties may or any
affiliates may be adverse parties, and whether arising out of this
Agreement or from any other cause, will be resolved by arbitration
before the American Arbitration Association within New York, New York.
14.2 Consent to Jurisdiction, Situs and Judgment. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration
Association and the situs of the arbitration (and any requests for
injunctive or other equitable relief) within New York, New York. Any
award in arbitration may be entered in any domestic or foreign court
having jurisdiction over the enforcement of such awards.
14.3 Applicable Law. The law applicable to the arbitration and this
agreement shall be that of the State of New York, determined without
regard to its provisions which would otherwise apply to a question of
conflict of laws.
14.4 Disclosure and Discovery. The arbitrator may, in its discretion, allow
the parties to make reasonable disclosure and discovery in regard to
any matters which are the subject of the arbitration and to compel
compliance with such disclosure and discovery order. The arbitrator may
order the parties to comply with all or any of the disclosure and
discovery provisions of the Federal Rules of Civil Procedure, as they
then exist, as may be modified by the arbitrator consistent with the
desire to simplify the conduct and minimize the expense of the
arbitration.
14.5 Rules of Law. Regardless of any practices of arbitration to the
contrary, the arbitrator will apply the rules of contract and other
laws of the jurisdiction whose law applies to the arbitration so that
the decision of the arbitrator will be, as much as possible, the same
as if the dispute had been determined by a court of competent
jurisdiction.
14.6 Finality and Fees. Any award or decision by the American Arbitration
Association shall be final, binding and non-appealable except as to
errors of law or the failure of the arbitrator to adhere to the
arbitration provisions contained in this Agreement. Each party to the
arbitration shall pay its own costs and counsel fees except as
specifically provided otherwise in this Agreement.
<PAGE>
14.7 Measure of Damages. In any adverse action, the parties shall restrict
themselves to claims for compensatory damages and/or securities issued
or to be issued and no claims shall be made by any party or affiliate
for lost profits, punitive or multiple damages.
14.8 Covenant Not to Sue. The parties covenant that under no condition will
any party or any affiliate file any action against the other (except
only requests for injunctive or other equitable relief) in any forum
other than before the American Arbitration Association, and the parties
agree that any such action, if filed, shall be dismissed upon
application and shall be referred for arbitration hereunder with costs
and attorney's fees to the prevailing party.
14.9 Intention. It is the intention of the parties and their affiliates that
all disputes of any nature between them, whenever arising, whether in
regard to this Agreement or any other matter, from whatever cause,
based on whatever law, rule or regulation, whether statutory or common
law, and however characterized, be decided by arbitration as provided
herein and that no party or affiliate be required to litigate in any
other forum any disputes or other matters except for requests for
injunctive or equitable relief. This Agreement shall be interpreted in
conformance with this stated intent of the parties and their
affiliates.
14.10 Survival. The provisions for arbitration contained herein shall survive
the termination of this
Agreement for any reason.
15. GENERAL PROVISIONS.
15.1 Further Assurances. From time to time, each party will execute such
additional instruments and take such actions as may be reasonably
required to carry out the intent and purposes of this Agreement.
15.2 Waiver. Any failure on the part of either party hereto to comply with
any of its obligations, agreements, or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
15.3 Brokers. Each party agrees to indemnify and hold harmless the other
party against any fee, loss, or expense arising out of claims by
brokers or finders employed or alleged to have been employed by the
indemnifying party.
15.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person
or sent by prepaid first class certified mail, return receipt
requested, or recognized commercial courier service as follows:
If to Segway II Corp.:
Segway II Corp.
4400 Route 9 South, 2nd Floor
Freehold, New Jersey 07728
Attn: Richard I. Anslow, President
<PAGE>
If to Pangea Petroleum Corp. to:
Pangea Petroleum Corp.
6666 Harwin Drive, Suite 545
Houston, Texas 77057
Attn: Charles B. Pollock, Chairman
If to the Shareholders, to:
c/o Richard I. Anslow & Associates
4400 Route 9 South, 2nd Floor
Freehold, New Jersey 07728
15.5 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New Jersey.
15.6 Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns;
provided, however, that any assignment by either party of its rights
under this Agreement without the written consent of the other party
shall be void.
15.7 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Signatures sent by facsimile transmission shall be deemed to be
evidence of the original execution thereof.
15.8 Exchange Agent and Closing Date. The Exchange Agent shall be the law
firm of Richard I. Anslow & Associates, Freehold, New Jersey. The
Closing shall take place upon the fulfillment by each party of all the
conditions of the Closing required herein, but not later than 30 days
following execution of this Agreement unless extended by mutual consent
of the parties.
15.9 Review of Agreement. Each party acknowledges that it has had time to
review this Agreement and, as desired, consult with counsel. In the
interpretation of this Agreement, no adverse presumption shall be made
against any party on the basis that it has prepared, or participated in
the preparation of this Agreement.
15.10 Schedules. All schedules attached hereto shall be acknowledged by each
party by signature or initials thereon and shall be dated.
15.11 Effective Date. This effective date of this Agreement shall be
April 26, 2000.
<PAGE>
16. CONFLICT OF INTEREST.
PAPO acknowledges that Richard I. Anslow & Associates, legal counsel for Segway
and the Shareholders, has previously represented PAPO as legal counsel (and for
the sole purpose of this Agreement and transaction is not presently representing
PAPO). In addition, Richard I. Anslow is the principal of Richard I. Anslow &
Associates and the majority shareholder, sole officer and director of RGR Corp.,
the majority shareholder of Segway. Finally, PAPO has indicated that after this
transaction is finalized it will retain Richard I. Anslow & Associates as its
legal counsel. Based on the above, PAPO acknowledges that a conflict of interest
exists regarding the above described relationships and has retained Martin
Nathan, Esq. as its legal counsel fore this transaction.
SIGNATURE PAGE TO STOCK ACQUISITION AND REORGANIZATION AGREEMENT
AMONG SEGWAY II CORP., PANGEA PETROLEUM CORP. AND THE
SHAREHOLDERS OF SEGWAY II CORP.
IN WITNESS WHEREOF, the parties have executed this Agreement this 26th day of
April, 2000.
SEGWAY II CORP.
BY: /s/ RICHARD I. ANSLOW
------------------------------
RICHARD I. ANSLOW
PRESIDENT
PANGEA PETROLEUM CORP.
BY: /s/ CHARLES B. POLLOCK
------------------------------
CHARLES B. POLLOCK
CHAIRMAN
THE SHAREHOLDERS OF SEGWAY II CORP.:
RGR CORP.
BY: /s/ RICHARD I. ANSLOW /s/ ROBERT S. JACLIN
---------------------------- --------------------
RICHARD I. ANSLOW ROBERT S. JACLIN
PRESIDENT
<PAGE>
EXHIBIT A
PAPO Shares to be Received
RGR Corp. - 4,750,000 shares* 4,750
Robert Jaclin - 250,000 shares* 250
* - As of April 18, 2000, RGR Corp. presently is the sole shareholder of Segway
II Corp. owning 5,000,000 common shares. Prior to the effective date of the
merger, RGR Corp. will retire 250,000 shares to treasury and Robert Jaclin will
have subscribed for 250,000 common shares of Segway II Corp.
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
PEAK VISTA CAPITAL, INC.
KNOW ALL MEN BY THESE PRESENTS:
That I, PATRICIA CUDD, desiring to establish a corporation under the
name of PEAK VISTA CAPITAL, INC., for the purpose of becoming a body corporate
under and by virtue of the laws of the State of Colorado and, in accordance with
the provisions of the laws of said State, do hereby make, execute and
acknowledge this certificate in writing of my intention to become a body
corporate, under and by virtue of said laws.
ARTICLE I
The name of the corporation shall be: PEAK VISTA CAPITAL, INC
ARTICLE II
The nature of the business and the objects and purposes to be
transacted, promoted and carried on are to do any or all of the things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:
(a) To transact all lawful business for which corporations
may be incorporated pursuant to the Colorado Corporation Code.
(b) To manufacture, purchase or otherwise acquire and to hold,
own, mortgage or otherwise lien, pledge, lease, sell, assign, exchange,
transfer or in any manner dispose of, and to invest, deal and trade in
and with goods, wares, merchandise and personal property of any and
every class and description, within or without the State of Colorado.
(c) To acquire the goodwill, rights and property and to
undertake the whole or any part of the assets and liabilities of any
person, firm, association or corporation; to pay for the same in cash,
the stock of the corporation, bonds or otherwise; to hold or in any
manner dispose of the whole or any part of the property so purchased;
to conduct in any lawful manner the whole or any part of any business
so acquired and to exercise all the powers necessary or convenient in
and about the conduct and management of such business.
(d) To guarantee, purchase or otherwise acquire, hold, sell,
assign, transfer, mortgage, pledge or otherwise dispose of shares of
the capital stock, bonds or other evidences of indebtedness created by
other corporations and, while the holder of such stock, to exercise all
the rights and privileges of ownership, including the right to vote
thereon, to the same extent as natural persons might or could do.
(e) To purchase or otherwise acquire, apply for, register,
hold, use, sell or in any manner dispose of and to grant licenses or
other rights in and in any manner deal with patents, inventions,
improvements, processes, formulas, trademarks, trade names, rights and
licenses secured under letters patent, copyright or otherwise.
<PAGE>
(f) To enter into, make and perform contracts of every kind
for any lawful purpose, with any person, firm, association or
corporation, town, city, county, body politic, state, territory,
government, colony or dependency thereof.
(g) To borrow money for any of the purposes of the corporation
and to draw, make, accept, endorse, discount, execute, issue, sell,
pledge or otherwise dispose of promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable or
non-negotiable, transferable or nontransferable instruments and
evidences of indebtedness, and to secure the payment thereof and the
interest thereon by mortgage or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation at
the time owned or thereafter acquired.
(h) To lend money to, or guarantee the obligations of, or to
otherwise assist the directors of the corporation or of any other
corporation the majority of whose voting capital stock is owned by the
corporation, upon the affirmative vote of at least a majority of the
outstanding shares entitled to vote for directors.
(i) To purchase, take, own, hold, deal in, mortgage or
otherwise pledge, and to lease, sell, exchange, convey, transfer or in
any manner whatever dispose of real property, within or without the
State of Colorado.
(j) To purchase, hold, sell and transfer the shares of its
capital stock.
(k) To have one or more offices and to conduct any and all
operations and business and to promote its objects, within or without
the State of Colorado, without restrictions as to place or amount.
(1) To do any or all of the things herein set forth as
principal, agent, contractor, trustee, partner or otherwise, alone or
in company with others.
(m) The objects and purposes specified herein shall be
regarded as independent objects and purposes and, except where
otherwise expressed, shall be in no way limited or restricted by
reference to or inference from the terms of any other clauses or
paragraph of these Articles of Incorporation.
(n) The foregoing shall be constructed both as objects and
powers and the enumeration thereof shall not be held to limit or
restrict in any manner the general powers conferred on this corporation
by the laws of the State of Colorado.
ARTICLE III
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 55,000,000 of which 5,000,000 shall
be shares of preferred stock, $.01 par value per share, and 50,000,000 shall be
shares of common stock, $.001 par value per share, and the designations,
preferences, limitations and relative rights of the shares of each class shall
be as follows:
(a) Shares of Preferred Stock. The corporation may divide and
issue the shares of preferred stock in series. Shares of preferred
stock of each series, when issued, shall be designated to distinguish
them from the shares of all other series. The Board of Directors is
hereby vested with authority to divide the class of shares of preferred
stock into series and to fix and determine the relative rights and
preferences of the shares of any such series so established to the full
extent permitted by these Articles of Incorporation and the Colorado
Corporation Code in respect of the following:
<PAGE>
(i) The number of shares to constitute such series,
and the distinctive designations thereof;
(ii) The rate and preference of dividends, if any,
the time of payment of dividends, whether dividends are
cumulative and the date from which any dividends shall accrue;
(iii) Whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
(iv) The amount payable upon shares in event of
involuntary liquidation;
(v) The amount payable upon shares in event of
voluntary liquidation;
(vi) Sinking fund or other provisions, if any, for
the redemption or purchase of shares;
(vii) The terms and conditions upon which shares may
be converted, if the shares of any series are issued with the
privilege of conversion;
(viii) Voting powers, if any; and
(ix) Any other relative rights and preferences of
shares of such series, including, without limitation, any
restriction on an increase in the number of shares of any
series theretofore authorized and any limitation or
restriction of rights or powers to which shares of any future
series shall be subject.
(b) Shares of Common Stock. The rights of holders of shares of
common stock to receive dividends or share in the distribution of
assets in the event of liquidation, dissolution or winding up of the
affairs of the corporation shall be subject to the preferences,
limitations and relative rights of the shares of preferred stock fixed
in the resolution or resolutions which may be adopted from time to time
by the Board of Directors of the corporation providing for the issuance
of one or more series of shares of preferred stock.
The capital stock, after the subscription price has been paid in, shall
not be subject to assessment to pay the debts of the corporation. Any stock of
the corporation may be issued for money, property, services rendered, labor
done, cash advances for the corporation or for any other assets of value in
accordance with the action of the Board of Directors, whose judgment as to value
received in return therefore shall be conclusive and said stock when issued
shall be fully-paid and nonassessable.
ARTICLE IV
The corporation shall have perpetual existence.
ARTICLE V
The governing board of this corporation shall be known as the Board of
Directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this corporation.
<PAGE>
The name and post office address of the incorporator is as follows:
Patricia Cudd 50 South Steele Street, Suite #222
Denver, Colorado 80209
The name and post office address of the director comprising the
original Board of Directors of the corporation is as follows:
Kendall L. Dorsett 506 Paula Avenue
Glendale, California 91201
Eric W. Wagner 4806 Fountain Avenue, #101
Los Angeles, California 90029
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
(a) To manage and govern the corporation by majority vote of
members present at any regular or special meeting at which a quorum
shall be present unless the act of a greater number is required by the
laws of the state of incorporation, these Articles of Incorporation or
the Bylaws of the Corporation.
(b) To make, alter, or amend the Bylaws of the corporation at
any regular or special meeting.
(c) To fix the amount to be reserved as working capital over
and above its capital stock paid in.
(d) To authorize and cause to be executed mortgages and liens
upon the real and personal property of this corporation.
(e) To designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to
the extent provided by resolution or in the Bylaws of the corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation. Such
committee or committees shall have such name or names as may be stated
in the Bylaws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all of the property and
assets of the corporation, if in the usual and regular course of its business,
upon such terms and conditions as the Board of Directors may determine without
vote or consent of its shareholders.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all the property or assets
of the corporation, including its goodwill, if not in the usual and regular
course of its business, upon such terms and conditions as the Board of Directors
may determine, provided that such sale shall be authorized or ratified by the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a shareholders' meeting called for that purpose, or
when authorized or ratified by the written consent of all the shareholders of
the shares entitled to vote thereon.
<PAGE>
The Board of Directors shall have the power and authority to merge or
consolidate the corporation upon such terms and conditions as the Board of
Directors may authorize, provided that such merger or consolidation is approved
or ratified by the affirmative vote of the shareholders of at least a majority
of the shares entitled to vote thereon at a shareholders meeting called for that
purpose, or when authorized or ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
The corporation shall be dissolved upon the affirmative vote of the
shareholders of at least a majority of the shares entitled to vote thereon at a
meeting called for that purpose, or when authorized or ratified by the written
consent of all the shareholders of the shares entitled to vote thereon.
The corporation shall revoke voluntary dissolution proceedings upon the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote at a meeting called for that purpose, or when authorized or
ratified by the written consent of all the shareholders of the shares entitled
to vote thereon.
ARTICLE VI
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation of the powers conferred by law.
No contract or other transactions of the corporation with any other
person, firm or corporation, or in which this corporation is interested, shall
be affected or invalidated by (a) the fact that any one or more of the directors
or officers of this corporation is interested in or is a director or officer of
such other firm or corporation; or (b) the fact that any director or officer of
this corporation, individually or jointly with others, may be a party to or may
be interested in any such contract or transaction, so long as the contract or
transaction is authorized, approved or ratified at a meeting of the Board of
Directors by sufficient vote thereon by directors not interested therein, to
whom such fact or relationship or interest has been disclosed, or so long as the
contract or transaction is fair and reasonable to the corporation. Each person
who may become a director or officer of the corporation is hereby relieved from
any liability that might otherwise arise by reason of his contracting with the
corporation for the benefit of himself or any firm or corporation in which he
may be in any way interested.
The officers, directors and other members of management of this
corporation shall be subject to the doctrine of corporate opportunities only
insofar as it applies to business opportunities in which this corporation has
expressed an interest as determined from time to time by the corporation's Board
of Directors as evidenced by resolutions appearing in the corporation's minutes.
When such areas of interest are delineated, all such business opportunities
within such areas of interest which come to the attention of the officers,
directors and other members of management of this corporation shall be disclosed
promptly to this corporation and made available to it. The Board of Directors
may reject any business opportunity presented to it and thereafter any officer,
director or other member of management may avail himself of such opportunity.
Until such time as this corporation, through its Board of Directors, has
designated an area of interest, the officers, directors and other members of
management of this corporation shall be free to engage in such areas of interest
on their own. and the provisions hereof shall not limit the rights of any
officer, director or other member of management of this corporation to continue
a business existing prior to the time that such area of interest is designated
by this corporation. This provision shall not be construed to release any
employee of the corporation (other than an officer, director or member of
management) from any duties which he may have to the corporation.
<PAGE>
ARTICLE VII
Each director and officer of the corporation shall be indemnified by the
corporation as follows
(a) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the corporation, to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless, and only to the extent that, the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to -in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the officer,
director and employee or agent is proper in the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum, consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the affirmative vote of the
holders of a majority of the shares of stock entitled to vote and represented at
a meeting called for such purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
<PAGE>
(f) The Board of Directors may exercise the corporation's power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Articles of Incorporation, the Bylaws, agreements, vote of
the shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs and
personal representatives of such a person.
ARTICLE VIII
The initial registered and principal office of said corporation shall
be located at 50 South Steele Street, Suite #222, Denver, Colorado 80209, and
the initial registered agent of the corporation at such address shall be
Patricia Cudd.
Part or all of the business of said corporation may be carried on in
the County of Denver, or any other place in the State of Colorado or beyond the
limits of the State of Colorado, in other states or territories of the United
States and in foreign countries.
ARTICLE IX
Whenever a compromise or arrangement is proposed by the corporation
between it and its creditors or any class of them, and/or between said
corporation and its shareholders or any class of them, any court of equitable
jurisdiction may, on the application in a summary way by said corporation, or by
a majority of its stock, or on the application of any receiver or receivers
appointed for said corporation, or on the application of trustees in
dissolution, order a meeting of the creditors or class of creditors and/or of
the shareholders or class of shareholders of said corporation, as the case may
be, to be notified in such manner as the said court decides. If a majority in
number, representing at least three-fourths in amount of the creditors or class
of creditors, and/or the holders of a majority of the stock or class of stock of
said corporation, as the case may be, agree to any compromise or arrangement
and/or to any reorganization of said corporation, as a consequence of such
compromise or arrangement, the said compromise or arrangement and/or the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding upon all the creditors or class of creditors, and/or
on all the shareholders or class of shareholders of said corporation, as the
case may be, and also on said corporation.
ARTICLE X
No shareholder in the corporation shall have the preemptive right to
subscribe to any or all additional issues of stock and/or other securities of
any or all classes of this corporation or securities convertible into stock or
carrying stock purchase warrants, options or privileges.
<PAGE>
ARTICLE XI
Meetings of shareholders may be held at any time and place as the
Bylaws shall provide. At all meetings of the shareholders, one-third of all
shares entitled to vote shall constitute a quorum.
ARTICLE XII
Cumulative voting shall not be allowed.
ARTICLE XIII
These Articles of Incorporation may be amended by resolution of the
Board of Directors if no shares have been issued, and if shares have been
issued, by affirmative vote of the shareholders of at least a majority of the
shares entitled to vote thereon at a meeting called for that purpose, or, when
authorized, when such action is ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
ARTICLE XIV
Any action for which the laws of the State of Colorado require the
approval of two-thirds of the shares of any class or series entitled to vote
with respect thereto, unless otherwise provided in the Articles of
Incorporation, shall require for approval the affirmative vote of a majority of
the shares of any class or series outstanding and entitled to vote thereon.
ARTICLE XV
No director shall be personally liable to the corporation or any
shareholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director shall be liable under
Section 7-5-114 of the Colorado Revised Statutes, or any amendment thereto or
successor provision thereto and except for any matter in respect of which such
director shall be liable by reason that he (i) has breached his duty of loyalty
to the corporation or its shareholders, (ii) has not acted in good faith or, in
failing to act, has not acted in good faith, (iii) has acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, has acted in a manner involving intentional misconduct or a knowing
violation of law, or (iv) has derived an improper personal benefit. Neither the
amendment nor repeal of this Article XV, nor the adoption of any provision of
the Articles of Incorporation inconsistent with this Article XV, shall eliminate
or reduce the effect of this Article XV in respect of any matter occurring, or
any cause of action, suite or claim that, but for this Article XV would accrue
or arise prior to such amendment, repeal or adoption of an inconsistent
provision.
IN TESTIMONY WHEREOF, I have hereunto set my hand on this 11th day of
March, 1997, and, by my signature below, I hereby further consent to my
appointment as the initial registered agent of the corporation.
s/s Patricia Cudd
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
I, Christa Addington, a Notary Public in and for the said
county and state, hereby certify that there personally appeared before
me, Patricia Cudd, who being first duly sworn, declared that he is the
person who executed the foregoing document as the incorporator and the
initial registered agent of the corporation, and that the statements
therein contained are true.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 11th day
of March, 1997.
My commission expires: 12/17/97.
s/s Christa Addington
Notary Public
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF PEAK VISTA CAPITAL,
INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Peak Vista Capital, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted on August 12, 1997, as prescribed by the Colorado Business Corporation
Act. in the manner marked with an X below:
___ No shares, have been issued or Directors Elected - Action by
Incorporators
___ No shares have been issued but Directors Elected - Action by
Directors
___ Such amendment was adopted by the board of directors where shares
have been issued.
_X_ Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for approval.
Article I of the Articles of Incorporation shall be amended so that, as
amended, Article reads in its entirety as follows:
ARTICLE I
The name of the corporation is ZIP TOP, INC.
THIRD: The manner, if not set forth in such amendment. in which any
exchange. reclassification. or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: None.
If these amendments are to have a delayed effective date, please list
that date: Not applicable.
(Not to exceed ninety (90) days from the date of filing)
PEAK VISTA CAPITAL, INC.
By:s/s ROLAND W. FINK
Roland W. Fink, Secretary
<PAGE>
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF ZIP
TOP, INC.
Pursuant to the provisions of the Colorado Business Corporation
Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is Zip Top, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted on July 28, 1998, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
___ No shares have been issued or Directors Elected - Action by
Incorporators
___ No shares have been issued but Directors Elected - Action by
Directors
___ Such amendment was adopted by the board of directors where shares
have been issued.
_X_ Such amendment was adopted by a vote of the shareholders. The
number of shares voted-for the amendment was sufficient for approval.
The first paragraph of Article III of the Corporation's Articles of
Incorporation shall be amended so that, as amended, the first paragraph of
Article III will read in its entirety as set forth below and, except as amended
in the manner provided below, the remainder of Article III of the Articles of
Incorporation will remain in full force and effect.
ARTICLE III
The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is 55,000,000 of
which 5,000,000 shall be shares of preferred stock, $.01 par value per
share, and 50,000,000 shall be shares of common stock, $.001 par value
per share, and the designations, preferences, limitations and relative
rights of the shares of each class shall be as set forth in paragraphs
(1) and (2) below.
(1) At the time this Amendment becomes effective, each one
share of common stock, $.001 par value per share, of the Corporation
issued and outstanding at such time shall be, and hereby is, changed
and reclassified into fourteen fully-paid and nonassessable shares of
common stock, $.001 par value per share, of the Corporation authorized
by such Amendment, with the result that the number of shares of common
stock of the Corporation issued and outstanding immediately prior to
the taking of effect of this Amendment is 422,000 shares of common
stock, $.001 par value per share, and the number of shares of common
stock of the Corporation issued and outstanding immediately following
the taking of effect of this Amendment is 5,486,000 shares of common
stock, $.001 par value per share. At any time after this Amendment
becomes effective, each certificate representing any shares of common
stock, $.001 par value per share, of the Corporation outstanding
immediately prior to the taking of effect of this Amendment
(collectively, the "Old Certificates") shall be exchangeable for a
certificate representing shares of common stock, $.001 par value per
share, of the Corporation authorized by such Amendment (collectively,
the "New Certificates"), in the ratio for such reclassification stated
above (i.e., 14: 1) through the surrender of such Old Certificates by
the holders of record thereof to the Secretary of this Corporation at
the principal office of the Corporation.
<PAGE>
(2) Upon surrender for. exchange by each shareholder of an Old
Certificate, the Corporation shall issue and deliver to each such
shareholder a New Certificate representing fourteen shares of common
stock, $.001 par value per share, of the Corporation for each one share
of common stock, $.001 par value per share, of the Corporation issued
and outstanding immediately prior to the taking of effect of this
Amendment. The reclassification of each one issued and outstanding
share of common stock, $.001 par value per share, of the Corporation
into fourteen shares of common stock, $.001 par value per share, of
the Corporation shall be. deemed to occur when this Amendment becomes
effective and neither the surrender of the Old Certificates nor the
issuance of the New Certificates shall be a necessary condition for the
effectiveness of such reclassification. Each Old Certificate shall be
canceled upon its surrender and the issuance of a New Certificate
evidencing such shares as so reclassified. The stated capital of this
Corporation shall increase from $422 to $5,486 following the taking of
effect of this Amendment.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: None.
If these amendments are to have a delayed effective date, please list
that date Not applicable.
(Not to exceed ninety (90) days from the date of filing)
ZIP TOP, INC,
Dated August 7, 1998 By: s/s KENDALL L. DORSETT
Kendall L. Dorsett, Secretary
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF ZIP TOP, INC
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Zip Top, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted on December 11, 1998, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
___ No shares have been issued or Directors Elected - Action by
Incorporators
___ No shares have been issued but Directors Elected - Action by
Directors
___ Such amendment was adopted by the board of directors where shares
have been issued.
_X__ Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for approval.
Article I of the Articles of Incorporation shall be amended so that, as
amended, Article 1 reads in its entirety as follows:
The name of the corporation shall be: PANGEA PETROLEUM CORP.
<PAGE>
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: None.
If these amendments are to have a delayed effective date, please list
that date: Not applicable.
(Not to exceed ninety (90) days from the date of filing)
ZIP TOP, INC.
Dated: December 15, 1998 By: s/s ROLAND W. FINK
Roland W. Fink, Secretary
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PANGEA PETROLEUM CORP.
Pursuant to the provisions of the Colorado Business Corporation Act,
the, undersigned corporation adapts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Pangea Petroleum Corp.
SECOND: The following amendment to the Articles of Incorporation was
adopted on December 11, 1998, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
___ No shares have been issued or Directors Elected - Action by
Incorporators
___ No shares have been issued but Directors Elected - Action by
Directors
___ Such amendment was adopted by the board of directors where shares
have been issued.
_X_ Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for approval.
The first paragraph of Article III of the Corporation's Articles of
Incorporation shall be amended so that, as amended, the first paragraph of
Article III will read in its entirety as set forth below and, except as amended
in the manner provided below, die remainder of Article III of the Articles of
Incorporation will remain in full force and effect.
<PAGE>
ARTICLE III
The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is 55,000,000 of
which 5,000,000 shall be shares of preferred stock, $.01 par value per
share, and 50,000,000 shall be shares of common stock, $.001 par value
per share, and the designations, preferences, limitations and relative
rights of the shares of each class shall be as set forth in paragraphs
(1) and (2) below.
(1) At the time this Amendment becomes effective, each one
share of common stock, $.001 par value per share, of the Corporation
issued and outstanding at such time shall be, and hereby is, changed
and reclassified into three fully-paid and nonassessable shares of
common stock, $.001 par value per share, of the Corporation authorized
by such Amendment, with the result that the number of shares of common
stock of the Corporation issued and outstanding immediately prior to
the taking of effect of this Amendment is 5,908,000 shares of common
stock, $.001 par value per share, and the number of shares of common
stock of the Corporation issued and outstanding immediately following
the taking of effect of this Amendment is 17,724,000 shares of common
stock, $.001 par value per share. At any time after this Amendment
becomes effective, each certificate representing any shares of common
stock, $.001 par value per share, of the Corporation outstanding
immediately prior to the taking of effect of this Amendment
(collectively, the "Old Certificates") shall be exchangeable for a
certificate representing shares of common stock, $.001 par value per
share, of the Corporation authorized by such Amendment (collectively,
the "New Certificates"), in the ratio for such reclassification stated
above (i.e., 3:1) through the surrender of such Old Certificates by the
holders of record thereof to the Secretary of this Corporation at the
principal office of the Corporation.
(2) Upon surrender for exchange, by each shareholder of an Old
Certificate, the Corporation shall issue and deliver to each such
shareholder a New Certificate representing three shares of common
stock, $.001 par value per share, of the Corporation for each out share
of common stock, $.001 par value per share, of the Corporation issued
and outstanding immediately prior to the taking of effect of this
Amendment. The reclassification of each one issued and outstanding
share of common stock, $.001 par value per share, of the Corporation
into three shares of common stock, $.001 par value per share, of the
Corporation shall be deemed to occur when this Amendment becomes
effective and neither the surrender of the Old Certificates nor the
issuance of the New Certificates shall be a necessary condition for the
effectiveness of such reclassification. Each Old Certificate shall be
canceled upon its surrender and the issuance of a New Certificate
evidencing such shares as so reclassified. The stated capital of this
Corporation shall increase from $5,908 to $17,724 following the taking
of effect of this Amendment.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: None.
If these amendments are to have a delayed effective date, please list
that date: Not applicable.
(Not to exceed ninety (90) days from the date of filing)
PANGEA PETROLEUM CORP.
Dated: December 16,1998 By: s/s ROLAND W. FINK
Roland W. Fink, Secretary
<PAGE>
EXHIBIT 3.2
BYLAWS OF PEAK VISTA CAPITAL, INC.
ARTICLE I
OFFICES
The registered office of Peak Vista Capital, Inc. (the "Corporation"),
shall be located in the State of Colorado. The Corporation may have its
principal office and such other offices either within or without the State of
Colorado as the Board of Directors of the Corporation (the "Board") may
designate or as the business of the Corporation may require.
The registered office of the Corporation in the Articles of
Incorporation (the "Articles") need not be identical with the principal office.
ARTICLE 11
SHAREHOLDERS
Section 1. Annual Meeting The annual meeting of the shareholders shall
be held each year on a date and at a time and place to be determined by
resolution of the Board, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
election of directors shall not be held on the day designated for the annual
meeting of the shareholders, or at any adjournment thereof, the Board shall
cause the election to be held at a special meeting of the shareholders.
Section 2. Special Meetings. Special meetings of the shareholders for
any purpose, unless otherwise provided for by statute, may be called by the
president, the Board or by the president at the request of the holders of not
less than one-tenth of all the shares of the Corporation entitled to vote at the
meeting.
Section 3. Place of Meeting. The Board may designate any place, either
within or without the State of Colorado, as the place of meeting for any annual
or special meeting. If no designation is made, the place of meeting shall be the
registered office of the Corporation in the State of Colorado.
Section 4. Notice of Meeting. Written notice, stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered, as the laws of the
State of Colorado shall provide.
Section 5. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board may fix in advance a date (the "Record Date") for any
such determination of shareholders, which date shall be not more than 50 days
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If no Record Date is fixed by the Board, the Record
Date for any such purpose shall be ten days before the date of such meeting or
action. The Record Date determined for the purpose of ascertaining the number of
shareholders entitled to notice of or to vote at a meeting may not be less than
ten days prior to the meeting. When a Record Date has been determined for the
purpose of a meeting, the determination shall apply to any adjournment thereof.
Section 6. Quorum. If less than a quorum of the outstanding shares as
provided for in the Articles are represented at a meeting, such meeting may be
adjourned without further notice for a period which shall not exceed 60 days. At
such adjourned meeting, at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting. Once a
quorum is present at a duly organized meeting, the shareholders present may
continue to transact business until adjournment, notwithstanding any departures
of shareholders during the meeting which leave less than a quorum.
<PAGE>
Section 7. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
11 months from the date of its execution, unless otherwise provided in the
- -proxy. Proxies shall be in such form, as shall be required by the Board of
Directors and as set forth in the notice of meeting and/or proxy or information
statement concerning such meeting.
Section 9. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by agent or proxy as the bylaws of such
corporation may prescribe or, in the absence of such provision, as the Board of
Directors of such corporation may determine as evidenced by a duly certified
copy of either the bylaws or corporate resolution.
Neither treasury shares nor shares held by another corporation, if the
majority of the shares entitled to vote for the election of directors of such
other corporation is held by the Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.
Shares held by an administrator, executor, guardian or conservator may
be voted by such fiduciary, either in person or by proxy, without a transfer of
such shares into the name of such fiduciary. Shares standing in the name of a
trustee may be voted by such trustee, either in person or by proxy, but no
trustee shall be entitled to vote shares held by a trustee without a transfer of
the shares into such trust.
Shares standing in the name of a receiver may be voted by such receiver
and shares held by or under the control of a receiver may be voted by such
receiver, without the transfer thereof into the name of such receiver if
authority so to do is contained in an appropriate order of the court by which
the receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred on the books of the Corporation
into the name of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.
Section 10. Action by Consent of all Shareholders. Any action required
to be taken, or which may be taken at a meeting of the shareholders may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof Such written consent or consents shall be filed with the
minutes of the Corporation. Such action by written consent of all entitled to
vote shall have the same force and effect as a unanimous vote of such
shareholders.
Section 11. Inspectors. The Board may, in advance of any meeting of
shareholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may appoint
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the voting
power of each, the number of shares represented at the meeting, the existence of
a quorum, the validity and effect of proxies and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. On request of the chairman of the
meeting or any shareholder entitled to vote thereat, the inspectors shall make a
report in writing of any challenge, request or matter determined by them and
shall execute a certificate of any fact found by them.
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The Board shall have the power to manage
the business and affairs of the Corporation in such manner as it sees fit. In
addition to the powers and authorities expressly conferred upon it, the Board
may do all lawful acts which are not directed to be done by the shareholders by
statute, by the Articles or by these Bylaws.
Section 2. Number. Tenure and Qualifications. The number of directors
of the Corporation shall not be less than one. Each director shall hold office
until the next annual meeting of shareholders and until a successor director has
been elected and qualified, or until the death, resignation or removal of such
director. Directors need not be residents of the State of Nevada or shareholders
of the Corporation.
Section 3. Regular Meetings. A regular meeting of the Board shall be
held, without other notice than this Bylaw, immediately after and at the same
place as the annual meeting of shareholders. The Board may provide, by
resolution, the time and place, either within or without the State of Colorado,
for the holding of additional regular meetings, without other notice than such
resolution.
Section 4. Special Meetings. Special meetings of the Board may be
called by or at the request of the Chairman of the Board, the Chief Executive
Officer or any two directors. The person or persons authorized to call special
meetings of the Board may fix any place, either within or without the State of
Colorado, as the place for holding any special meeting of the Board called by
them.
Section 5. Telephone Meetings. Members of the Board and committees
thereof may participate and be deemed present at a meeting by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time.
Section 6. Notice. Notice of any special meeting of the Board shall be
given by telephone, telegraph or written notice sent by mail. Notice shall be
delivered at least one day prior to the meeting (five days before the meeting if
the meeting is held outside the State of Colorado) if given by telephone or
telegram or if delivered personally. If notice is given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered by the telegraph
company. Written notice may be delivered by mail to each director at such
director's business or home address and, if mailed, shall be delivered at least
five days prior to the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed with postage
thereon prepaid. Any director may waive notice of any meeting. The attendance of
a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board need be specified in the notice or
waiver of notice of such meeting.
Section 7. Quorum. A majority of the total membership of the Board
shall constitute a quorum for the transaction of business at any meeting of the
Board, but if a quorum shall not be present at any meeting or adjournment
thereof, a majority of the directors present may adjourn the meeting without
further notice.
Section 8. Action by Consent of All Directors. Any action required to
be taken, or which may be taken at a meeting of the Board may be taken without a
meeting, if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors entitled to vote with respect to the subject
matter thereof. Such written consent or consents shall be filed with the minutes
of the Corporation. Such action by written consent of all entitled to vote shall
have the same force and effect as a unanimous vote of such directors at a
meeting of directors at which a quorum is present.
<PAGE>
Section 9. Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be an act of the Board.
The order of business at any regular or special meeting of the Board
shall be:
1. Record of those present.
2. Secretary's proof of notice of meeting, if notice is not waived.
3. Reading and disposal of unapproved minutes, if any.
4. Reports of officers, if any.
5. Unfinished business, if any.
6. New business.
7. Adjournment.
Section 10. Vacancies. Any vacancy occurring in the Board by reason of
an increase in the number specified in these Bylaws, or for any other reason,
may be filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board may remain at the time such meeting
considering filling such vacancies is held.
Section 11. Compensation. By resolution of the Board, the directors may
be paid their expenses, if any, for attendance at each meeting of the Board and
may be paid a fixed sum for attendance at each meeting of the Board and a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore or from
receiving compensation for any extraordinary or unusual services as a director.
Section 12. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless the dissent
of such director shall be entered in the minutes of the meeting, filed in
writing with the person acting as the secretary of the meeting before the
adjournment thereof or forwarded by registered mail to the Secretary of the
Corporation immediately after the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.
Section 13. Executive or Other Committees. The Board, by resolution
adopted by a majority of the entire Board, may designate among its members an
executive committee and one or more other committees, each of which, to the
extent provided in the resolution, shall have all of the authority of the Board,
but no such committee shall have the authority of the Board in reference to
amending the Articles, adopting a plan of merger or consolidation, recommending
to the shareholders the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Corporation otherwise than
in the usual and regular course of its business, recommending to the
shareholders a voluntary dissolution of the Corporation or a revocation thereof,
or amending the Bylaws. The designation of such committees and the delegation
thereto of authority shall not operate to relieve the Board, or any member
thereof, of any responsibility imposed by law.
Any action required to be taken, or which may be taken at a meeting of
a committee designated in accordance with this Section of the Bylaws, may be
taken without a meeting, if a consent in writing setting forth the action so
taken shall be signed by all those entitled to vote with respect to the subject
matter thereof Such written consent or consents shall be filed with the minutes
of the Corporation. Such action by written consent of all entitled to vote shall
have the same force and effect as a unanimous vote of such persons.
Section 14. Resignation of Officers or Directors. Any director or
officer may resign at any time by submitting a resignation in writing. Such
resignation takes effect from the time of its receipt by the Corporation unless
a date or time is fixed in the resignation, in which case it will take effect
from that time. Acceptance of the resignation shall not be required to make it
effective.
<PAGE>
Section 15. Notice Requirements for Director Nominations. Any
nomination for election to the Board of Directors by the stockholders otherwise
than pursuant to Board resolution must be submitted to the Corporation's
secretary no later than 25 days and no more than 60 days prior to the meeting of
stockholders at which such nominations are to be submitted. In the event notice
of the meeting at which such nomination is desired to be submitted is not mailed
or otherwise sent to the stockholders of the Corporation at least 30 days prior
to the meeting, the Corporation must receive the notice of intent to nominate no
later than seven days after notice of the meeting is mailed or sent to the
stockholders by the Corporation. Notices to the Corporation's Secretary of
intent to nominate a candidate for election as a director must give the name,
age, business address and principal occupation of such nominee and the number of
shares of stock of the Corporation held by such nominee Within seven days after
filing of the notice, a signed and completed questionnaire relating to the
proposed nominee (which questionnaire will be supplied by the Corporation to the
person submitting the notice) must be filed with the Secretary of the
Corporation. Unless this notice procedure is followed, the chairman of a
stockholders' meeting may declare the nomination defective and it may be
disregarded.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be a
president, a secretary and a treasurer, all of whom shall be executive officers
and each of whom shall be elected by the Board, and such other officers as the
Board may designate from time to time. A Chairman of the Board, Vice Chairman of
the Board and one or more Vice Presidents shall be executive officers if the
Board so determines by resolution. Such other officers and assistant officers,
as may be deemed necessary, shall be designated administrative assistant
officers and may be appointed and removed as the Chief Executive Officer
decides. Any two or more offices may be held by the same person, except the
offices of President and Secretary.
Section 2. Election and Term of Office. The executive officers of the
Corporation, to be elected by the Board, shall be elected annually by the Board
at its first meeting held after each annual meeting of the shareholders or at a
convenient time soon thereafter. Each executive office shall hold office until
the resignation of such officer or until a successor shall be duly elected and
qualified, until the death of such executive officer, or until removal of such
officer in the manner herein provided.
Section 3. Removal. Any officer or agent elected or appointed by the
Board may be removed by the Board whenever, in its judgment, the best interests
of the Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any executive office because of
death, resignation, removal, disqualification or otherwise may be filled by the
Board for the unexpired portion of the term.
Section 5. The Chairman of the Board. If a Chairman of the Board (the
"Chairman") shall be elected by the Board, the Chairman shall preside at all
meetings of the shareholders and of the Board. The Chairman may sign, with the
officers authorized by the Chief Executive Officer or the Board, certificates
for the shares of the Corporation and shall perform such other duties as from
time to time are assigned by the Chief Executive Officer or the Board. The
Chairman of the Board may be elected as the Chief Executive Officer, in which
case the Chairman shall perform the duties hereinafter set forth in Article IV,
Section 7, of these Bylaws.
Section 6. The President. The President may sign, with the officers
authorized by the Chief Executive Officer or the Board, certificates for shares
of the Corporation and shall perform such other duties as from time to time are
assigned by the Chief Executive Officer or the Board. The President may be
elected as the Chief Executive Officer of the Corporation, in which case, the
President shall perform the duties hereinafter set forth in Article IV, Section
7, of these Bylaws.
<PAGE>
Section 7. The Chief Executive Officer. If no Chairman shall be elected
by the Board the President shall be the Chief Executive Officer of the
Corporation. If a Chairman is elected by the Board, the Board shall designate,
as between the Chairman and the President, who shall be the Chief Executive
Officer. The Chief Executive Officer shall be, subject to the control of the
Board in general charge of the affairs of the Corporation. The Chief Executive
Officer may sign, with the other officers of the Corporation authorized by the
Board, deeds, mortgages, bonds, contracts or other instruments whose execution
the Board has authorized, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or these Bylaws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed.
Section 8. The Vice Chairman of the Board. If a Chairman shall be
elected by the Board, the Board bay also elect a Vice Chairman of the Board (the
"Vice Chairman"). In the absence of the Chairman or in the event of the death or
inability or refusal to act of the Chairman, the Vice Chairman shall perform the
duties of the Chairman and when so acting shall have all of the powers of and be
subject to all of the restrictions upon the Chairman. The Vice Chairman may
sign, with the other officers authorized by the Chief Executive Officer or the
Board, certificates for shares of the Corporation and shall perform such other
duties as from time to time may be assigned by the Chief Executive Officer or
the Board.
Section 9. The Vice President. In the absence of the President or in
the event of the death or inability or refusal to act of the President, the Vice
President shall perform the duties of the President, and when so acting shall
have all the powers of and be subject to all the restrictions upon the
President. In the event there is more than one Vice President, the Vice
Presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election, shall perform
the duties of the President and, when so acting, shall have all the powers of
and shall be subject to all the restrictions upon the President. Any Vice
President may sign, with the other officers authorized by the Chief Executive
Officer or the Board, certificates for shares of the Corporation and shall
perform such other duties as from time to time may be assigned by the Chief
Executive Officer or the Board.
Section 10. The Secretary. Unless the Board otherwise directs, the
Secretary shall keep the minutes of the shareholders' and directors' meetings in
one or more books provided for that purpose. The Secretary shall also see that
all notices are duly given in accordance with the law and the provisions of the
Bylaws; be custodian of the corporate records and the seal of the Corporation
affix the seal or direct its affixation to all documents, the execution of which
on behalf of the Corporation is duly authorized; keep a list of the address of
each shareholder; sign, with the other officers authorized by the Chief
Executive Officer or the Board, certificates for shares of the Corporation; have
charge of the stock transfer books of the Corporation and perform all duties
incident to the office of Secretary and such other duties as may be assigned by
the Chief Executive Officer or by the Board.
Section 10. The Treasurer. If required by the Board, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board shall determine. He shall have charge and
custody of and be responsible for all funds and securities of the Corporation,
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever and deposit all such monies in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of the Bylaws. The Treasurer may sign, with the
other officers authorized by the Chief Executive Officer or the Board,
certificates for shares of the Corporation and shall perform all duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned by the Chief Executive Officer or the Board.
<PAGE>
Section 11. Assistant Officers. The Chief Executive Officer may appoint
such other officers and agents as may be necessary or desirable for the business
of the Corporation. Such other officers shall include one or more assistant
secretaries and treasurers who shall have the power and authority to act in
place of the officer for whom they are elected or appointed as an assistant in
the event of the officer's inability or unavailability to act in his official
capacity. The assistant secretary or secretaries or assistant treasurer or
treasurers may sign, with the other officers authorized by the Chief Executive
Officer or the Board, certificates for shares of the Corporation. The assistant
treasurer or treasurers shall, if required by the Board, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board shall determine. The assistant secretaries and assistant treasurers, in
general, shall perform such duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the Chief Executive Officer or the Board.
Section 12. Salaries. The salaries of the executive officers shall be
fixed by the Board and no officer shall be prevented from receiving such salary
by reason of the fact that such officer is also a director of the Corporation.
The salaries of the administrative assistant officers shall be fixed by the
Chief Executive Officer.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board may authorize any officer or officers,
agent or agents, to enter into any contract on behalf of the Corporation and
such authority may be general or confined to specific instances.
Section 2. Checks. Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidence of indebtedness, issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents, of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board.
Section 3. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust. companies or other depositories as the Board may select.
ARTICLE VI
CERTIFICATES FOR SECURITIES AND THEIR TRANSFER
Section 1. Certificates for Securities. Certificates representing
securities of the Corporation (the "Securities") shall be in such form as shall
be determined by the Board. To be effective, such certificates for Securities
(the "Certificates") shall be signed by (i) the Chairman or Vice Chairman or by
the President or a Vice President; and (ii) Secretary or an assistant Secretary
or by the Treasurer or an assistant treasurer of the Corporation. Any of all of
the signatures may be facsimiles if the Certificate is either countersigned by
the transfer agent, or countersigned by the facsimile signature of the transfer
agent and registered by the written signature of an officer of any company
designated by the Board as registrar of transfers so long as that officer is not
an employee of the Corporation.
A Certificate signed or impressed with the facsimile signature of an
officer, who ceases by death, resignation or otherwise to be an officer of the
Corporation before the Certificate is delivered by the Corporation, is valid
though signed by a duly elected, qualified and authorized officer, provided that
such Certificate is countersigned by the signature of the transfer agent or
facsimile signature of the transfer agent of the Corporation and registered as
aforesaid.
All Certificates shall be consecutively numbered or otherwise
identified. Certificates shall state the jurisdiction in which the Corporation
is organized, the name of the person to whom the Securities are issued, the
designation of the series, if any, and the par value of each share represented
by the Certificate, or a statement that the shares are without par value. The
name and address of the person to whom the Securities represented hereby are
issued, the number of Securities, and date of issue, shall be entered on the
Security transfer books of the Corporation. All Certificates surrendered to the
Corporation for transfer shall be cancelled and no new Certificate shall be
issued until the former Certificate for a like number of shares shall have been
surrendered and cancelled, except that, in case of a lost, destroyed or
mutilated Certificate, a new one may be issued therefore upon such terms and
indemnity to the Corporation as the Board may prescribe.
<PAGE>
Section 2. Transfer of Securities. Transfers of Securities shall be
made only on the security transfer books of the Corporation by the holder of
record thereof, by the legal representative of the holder who shall furnish
proper evidence of authority to transfer, or by an attorney authorized by a
power of attorney which was duly executed and filed with the Secretary of the
Corporation and a surrender for cancellation of the certificate for such shares.
The person in whose name Securities stand on the books of the Corporation shall
be deemed by the Corporation to be the owner thereof for all purposes.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be determined by resolution of
the Board.
ARTICLE VIII
DIVIDENDS
The Board may declare, and the Corporation may pay in cash, stock or
other property, dividends on its outstanding shares in the manner and upon the
terms and conditions provided by law and its Articles.
ARTICLE IX
SEAL
The Board shall provide a corporate seal, circular in form, having
inscribed thereon the corporate name, the state of incorporation and the word
"Seal." The seal on Securities, any corporate obligation to pay money or any
other document may be facsimile, or engraved, embossed or printed.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these Bylaws or under the
provisions of the Articles or under the provisions of the applicable laws of the
State of Colorado, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before, at or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
ARTICLE XI
INDEMNIFICATION
The Corporation shall have the power to indemnify any director,
officer, employee or agent of the Corporation or any person serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise to the
fullest extent permitted by the laws of the State of Colorado.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended, repealed or replaced by new
Bylaws by the Board at any regular or special meeting of the Board.
ARTICLE XIII
UNIFORMITY OF INTERPRETATION AND SEVERABILITY
These Bylaws shall be so interpreted and construed as to conform to the
Articles and the statutes of the State of Colorado or of any other state in
which conformity may become necessary by reason of the qualification of the
Corporation to do business in such foreign state, and where conflict between
these Bylaws and the Articles or a statute has arisen or shall arise, the Bylaws
shall be considered to be modified to the extent, but only to the extent,
conformity shall require. If any Bylaw provision or its application shall be
deemed invalid by reason of the said nonconformity, the remainder of the Bylaws
shall remain operable in that the provisions set forth in the Bylaws are
severable.
<PAGE>
EXHIBIT 17.1
April 26, 2000
Pangea Petroleum Corporation
6666 Harwin Drive
Suite 545
Houston, Texas 77036
I, Richard I. Anslow, hereby resign as President, Secretary and
Director of Segway II Corp., effective immediately.
/s/ RICHARD I. ANSLOW
----------------------
RICHARD I. ANSLOW
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<ARTICLE> 5
<CIK> 0001077319
<NAME> PANGEA PETROLEUM CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 38,450
<SECURITIES> 0
<RECEIVABLES> 48,460
<ALLOWANCES> 29,868
<INVENTORY> 0
<CURRENT-ASSETS> 186,612
<PP&E> 134,245
<DEPRECIATION> 17,247
<TOTAL-ASSETS> 405,790
<CURRENT-LIABILITIES> 102,987
<BONDS> 0
0
0
<COMMON> 19,280
<OTHER-SE> (186,597)
<TOTAL-LIABILITY-AND-EQUITY> 405,790
<SALES> 516
<TOTAL-REVENUES> 516
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 104,638
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,231
<INCOME-PRETAX> (107,353)
<INCOME-TAX> 17,597
<INCOME-CONTINUING> (89,756)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (89,756)
<EPS-BASIC> (.0049)
<EPS-DILUTED> (.0049)
</TABLE>
