U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
VINTENDO CORPORATION
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(Name of Small Business Issuer)
Nevada 94-3350436
- ------------------------------- ------------------------------
(State or Other Jurisdiction of I.R.S. Employer Identification
Incorporation or Organization) Number
5616 East 19th Avenue
Spokane, WA 99212
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(Address of Principal Executive Offices including Zip Code)
(509) 532-1648
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(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b)
of the Act: None
Securities to be Registered Under Section 12(g)
of the Act: Common Stock,
$.001 Par Value
(Title of Class)
<PAGE>
PART I
ITEM 1. BUSINESS.
Vintendo Corporation (the "Company"), was incorporated on February 11,
1999 under the laws of the State of Nevada to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers
and acquisitions. The Company has been in the developmental stage since
inception and has no operations to date. Other than issuing shares to
its original shareholders, the Company has not commenced any operational
activities. Since inception, the Company's primary activity has been
directed to organizational efforts and obtaining initial financing.
The Company was formed as a vehicle to pursue a business combination
or asset acquisition.
The Company was organized for the purposes of creating a corporate
vehicle to locate and acquire an operating business entity which
management believes would be a suitable acquisition candidate
(a "target company"). The Company will not restrict its search to any
specific business, industry, or geographical location.
The Company does not currently engage in any business activities that
provide it cash flow. The costs of identifying, investigating, and
analyzing business combinations will be paid with money in the Company's
treasury or as loaned by management.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities
are qualified for trading in the United States secondary market.
PERCEIVED BENEFITS
There are certain perceived benefits to being a reporting company with a
class of publicly-traded securities. These include the following:
- the ability to use registered securities to make an acquisition
of assets or businesses;
- increased visibility;
- the facilitation of borrowing from financial institutions;
- improved trading efficiency;
- shareholder liquidity;
- greater ease in subsequently raising capital;
- compensation of key employees through stock options;
- enhanced corporate image;
- a presence in the United States capital market.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a business
combination with the Company may include the following:
- a company for whom a primary purpose of becoming public is the
use of its securities for the acquisition of assets or
businesses;
- a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on
terms acceptable to it;
- a company which wishes to become public with less dilution of
its common stock than would occur upon an underwriting;
- a company which believes that it will be able to obtain
investment capital on more favorable terms after it has become
public;
- a foreign company which may wish an initial entry into the
United States securities market;
- a special situation company, such as a company seeking a public
market to satisfy redemption requirements under a qualified
Employee Stock Option Plan;
- a company seeking one or more of the other perceived benefits of
becoming a public company.
A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and
outstanding common stock of the Company, and the substitution by the
target company of its own management and board of directors.
No assurances can be given that the Company will be able to enter into
a business combination, as to the terms of a business combination, or
as to the nature of the target company.
The proposed business activities described herein classify the Company
as a blank check company. See "GLOSSARY". The Securities and Exchange
Commission and many states have enacted statutes, rules, and regulations
limiting the sale of securities of blank check companies. Management
does not intend to undertake any efforts to cause a market to develop
in the Company's securities until such time as the Company has
successfully implemented its business plan described herein.
Accordingly, the shareholders of the Company have executed and delivered
a "lock-up" letter agreement affirming that such shareholders will not
sell or otherwise transfer their shares of the Company's common stock
except in connection with or following completion of a merger or
acquisition and the Company is no longer classified as a blank check
company. The shareholders have deposited their stock certificates with
the Company's management, who will not release the certificates except
in connection with or following the completion of a merger or acquisition.
The Company is voluntarily filing this Registration Statement with the
Securities and Exchange Commission and is under no obligation to do so
under the Securities Exchange Act of 1934.
RISK FACTORS
The Company's business is subject to numerous risk factors, including
the following:
A. Conflicts of Interest. Certain conflicts of interest exist
between the Company and its officers and directors. They have other
business interests to which they currently devote attention, and are
expected to continue to do so. As a result, conflicts of interest may
arise that can be resolved only through their exercise of judgment in
a manner which is consistent with their fiduciary duties to the Company.
See "Management," and "Conflicts of Interest."
In particular, the Company's officer and director has formed three
other blind pools or blank check companies simultaneously with the
formation of the Company, which have a structure and a business plan
identical to that of the Company. It is likely that the Company's
officer and director may form additional blind pool or blank check
companies in the future, with a business plan similar or identical
to that of the Company. The other blind pool or blank check companies
that were formed near the same time as the Company and do not currently
create a conflict of interest with the Company because they have the
same shareholders. (See Item 5 - "Directors, Executive Officers,
Promoters, and Control Persons - Conflicts of Interest").
It is anticipated that the Company's principal shareholder may
actively negotiate or otherwise consent to the purchase of a portion of
the common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction. In this process, the Company's
principal shareholder may consider personal pecuniary benefit rather
than the best interests of other Company shareholders, and the other
Company shareholders are not expected to be afforded the opportunity
to approve or consent to any particular stock buy-out transaction.
See "Conflicts of Interest."
B. Possible Need for Additional Financing. The Company has very
limited funds, and such funds may not be adequate to take advantage of
any available business opportunities. Even if the Company's funds prove
to be sufficient to acquire an interest in, or complete a transaction
with, a business opportunity, the Company may not have enough capital to
exploit the opportunity. The ultimate success of the Company may depend
upon its ability to raise additional capital. The Company has not
investigated the availability, source, or terms that might govern the
acquisition of additional capital and will not do so until it determines
a need for additional financing. If additional capital is needed, there
is no assurance that funds will be available from any source or, if
available, that they can be obtained on terms acceptable to the Company.
If not available, the Company's operations will be limited to those that
can be financed with its modest capital.
C. Regulation of Penny Stocks. The Company's securities, when
available for trading, will be subject to a Securities and Exchange
Commission rule that imposes special sales practice requirements upon
broker-dealers who sell such securities to persons other than established
customers or accredited investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms, institutions with assets
in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that,
when combined with a spouse's income, exceeds $300,000). For transactions
covered by the rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule
may affect the ability of broker-dealers to sell the Company's securities
and also may affect the ability of purchasers in this offering to sell
their securities in any market that might develop therefor.
In addition, the Securities and Exchange Commission has adopted a
number of rules to regulate "penny stocks." Such rules include Rules
3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the
Securities Exchange Act of 1934, as amended. Because the securities of
the Company may constitute "penny stocks" within the meaning of the rules,
the rules would apply to the Company and to its securities. The rules may
further affect the ability of the Company's shareholders to sell their
shares in any public market that might develop.
Shareholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, the market for penny stocks
has suffered in recent years from patterns of fraud and abuse. Such
patterns include (i) control of the market for the security by one or a
few broker-dealers that are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differentials and markups by selling broker-dealers;
and (v) the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level,
along with the resulting inevitable collapse of those prices and with
consequent investor losses. The Company's management is aware of the
abuses that have occurred historically in the penny stock market.
Although the Company does not expect to be in a position to dictate
the behavior of the market or broker-dealers who participate in the
market, management will strive within the confines of practical
limitations to prevent the described patterns from being established
with respect to the Company's securities.
D. No Operating History. The Company was formed in February of
1999 for the purpose of registering its common stock under the 1934
Act and acquiring a business opportunity. The Company has no operating
history, revenues from operations, or assets other than cash from
private sales of stock. The Company faces all of the risks of a new
business and the special risks inherent in the investigation, acquisition,
or involvement in a new business opportunity. The Company must be
regarded as a new or "start-up" venture with all of the unforeseen costs,
expenses, problems, and difficulties to which such ventures are subject.
E. No Assurance of Success or Profitability. There is no assurance
that the Company will acquire a favorable business opportunity. Even if
the Company should become involved in a business opportunity, there is no
assurance that it will generate revenues or profits, or that the market
price of the Company's outstanding shares will be increased thereby.
F. Possible Business - Not Identified and Highly Risky. The
Company has not identified and has no commitments to enter into or
acquire a specific business opportunity. As a result, it is only able
to make general disclosures concerning the risks and hazards of
acquiring a business opportunity, rather than providing disclosure
with respect to specific risks and hazards relating to a particular
business opportunity. As a general matter, prospective investors can
expect any potential business opportunity to be quite risky. See Item 1
"Description of Business."
G. Type of Business Acquired. The type of business to be acquired
may be one that desires to avoid effecting its own public offering and
the accompanying expense, delays, uncertainties, and federal, and state
requirements which purport to protect investors. Because of the
Company's limited capital, it is more likely than not that any acquisition
by the Company will involve other parties whose primary interest is the
acquisition of control of a publicly traded company. Moreover, any
business opportunity acquired may be currently unprofitable or present
other negative factors.
H. Impracticability of Exhaustive Investigation. The Company's
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and
analysis of a business opportunity before the Company commits its capital
or other resources thereto. Management decisions, therefore, will likely
be made without detailed feasibility studies, independent analysis, market
surveys and the like which, if the Company had more funds available to it,
would be desirable. The Company will be particularly dependent in making
decisions upon information provided by the promoter, owner, sponsor, or
others associated with the business opportunity seeking the Company's
participation. A significant portion of the Company's available funds
may be expended for investigative expenses and other expenses related
to preliminary aspects of completing an acquisition transaction, whether
or not any business opportunity investigated is eventually acquired.
I. Lack of Diversification. Because of the limited financial
resources that the Company has, it is unlikely that the Company will
be able to diversify its acquisitions or operations. The Company's
probable inability to diversify its activities into more than one area
will subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with
the Company's operations.
J. Possible Reliance upon Unaudited Financial Statements. The
Company generally will require audited financial statements from any
business that it proposes to acquire. No assurance can be given, however,
that audited financials will be available to the Company. In cases where
audited financials are unavailable, the Company will have to rely upon
unaudited information that has not been verified by outside auditors.
The lack of the type of independent verification that audited financial
statements would provide increases the risk that the Company, in
evaluating an acquisition with such a target company, will not have
the benefit of full and accurate information about the financial
condition and operating history of the target company. This risk
increases the prospect that the acquisition of such a company might
prove to be an unfavorable one for the Company or the holders of the
Company's securities.
Moreover, the Company will be subject to the reporting provisions
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and thus will be required to furnish certain information,
including audited financial statements, for any existing business
it may acquire. Consequently, acquisition prospects that do not have,
or are unable to provide reasonable assurances that they will be able
to obtain, the required audited statements would not be considered by
the Company to be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable. Should the Company,
during the time it remains subject to the reporting provisions of the
Exchange Act, complete an acquisition of an entity for which audited
financial statements prove to be unobtainable, the Company would be
exposed to enforcement actions by the Securities and Exchange Commission
(the "Commission") and to corresponding administrative sanctions,
including permanent injunctions against the Company and its management.
The legal and other costs of defending a Commission enforcement action
are likely to have material, adverse consequences for the Company and
its business. The imposition of administrative sanctions would subject
the Company to further adverse consequences.
In addition, the lack of audited financial statements would prevent
the securities of the Company from becoming eligible for listing on NASDAQ,
the automated quotation system sponsored by the National Association of
Securities Dealers, Inc., or on any existing stock exchange. Moreover,
the lack of such financial statements is likely to discourage broker-
dealers from becoming or continuing to serve as market makers in the
securities of the Company. Without audited financial statements, the
Company would almost certainly be unable to offer securities under a
registration statement pursuant to the Securities Act of 1933, and the
ability of the Company to raise capital would be significantly limited
until such financial statements were to become available.
K. Other Regulation. An acquisition made by the Company may be of
a business that is subject to regulation or licensing by federal, state,
or local authorities. Compliance with such regulations and licensing can
be expected to be a time-consuming, expensive process and may limit other
investment opportunities of the Company.
L. Dependence upon Management; Limited Participation of Management.
The Company will be heavily dependent upon the skills, talents, and
abilities of its officers and directors to implement its business plan,
and may, from time to time, find that the inability of such persons to
devote their full time attention to the business of the Company results
in a delay in progress toward implementing its business plan. Furthermore,
the Company will be entirely dependent upon the experience of its officers
and directors in seeking, investigating, and acquiring a business and in
making decisions regarding the Company's operations. See "Management."
Because investors will not be able to evaluate the merits of possible
business acquisitions by the Company, they should critically assess the
information concerning the Company's officers and directors.
M. Lack of Continuity in Management. The Company does not have an
employment agreement with any of its officers or directors, and as a result,
there is no assurance that they will continue to manage the Company in the
future. In connection with acquisition of a business opportunity, it is
likely the current officers and directors of the Company may resign. A
decision to resign will be based upon the identity of the business
opportunity and the nature of the transaction, and is likely to occur
without the vote or consent of the stockholders of the Company.
N. Indemnification of Officers and Directors. The Company's Articles
of Incorporation provide for the indemnification of its directors, officers,
employees, and agents, under certain circumstances, against attorney's fees
and other expenses incurred by them in an litigation to which they become a
party arising from their association with or activities on behalf of the
Company. The Company will also bear the expenses of such litigation for
any of its directors, officers, employees, or agents, upon such person's
promise to repay the Company therefor if it is ultimately determined that
any such person shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures by the
Company that it will be unable to recoup.
O. Director's Liability Limited. The Company's Articles of
Incorporation excludes personal liability of its directors to the Company
and its stockholders for monetary damages for breach of fiduciary duty
except in certain specified circumstances. Accordingly, the Company
will have a much more limited right of action against its directors than
otherwise would be the case. This provision does not affect the liability
of any director under federal or applicable state securities laws.
P. Dependence upon Outside Advisors. To supplement the business
experience of its officers and directors, the Company may be required
to employ accountants, technical experts, appraisers, attorneys, or
other consultants or advisors. The selection of any such advisors
will be made by the Company's officers without any input from
stockholders.
Furthermore, it is anticipated that such persons may be engaged on an
"as needed" basis without a continuing fiduciary or other obligation
to the Company. In the event the officers of the Company consider it
necessary to hire outside advisors, they may elect to hire persons who
are affiliates, if those affiliates are able to provide the required
services.
Q. Leveraged Transactions. There is a possibility that any
acquisition of a business opportunity by the Company may be leveraged,
i.e., the Company may finance the acquisition of the business opportunity
by borrowing against the assets of the business opportunity to be acquired,
or against the projected future revenues or profits of the business
opportunity. This could increase the Company's exposure to larger losses.
A business opportunity acquired through a leveraged transaction is
profitable only if it generates enough revenues to cover the related
debt and expenses. Failure to make payments on the debt incurred to
purchase the business opportunity could result in the loss of a portion
or all of the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate
sufficient revenues to cover the related debt and expenses.
R. Competition. The search for potentially profitable business
opportunities is intensely competitive. The Company expects to be at
a disadvantage when competing with many firms that have substantially
greater financial and management resources and capabilities than the
Company. These competitive conditions will exist in any industry in
which the Company may become interested.
S. No Foreseeable Dividends. The Company has not paid dividends
on its Common Stock and does not anticipate paying such dividends in
the foreseeable future.
T. Loss of Control by Present Management and Stockholders. The
Company may consider an acquisition in which the Company would issue
as consideration for the business opportunity to be acquired an amount
of the Company's authorized but unissued Common Stock that would, upon
issuance, represent the great majority of the voting power and equity
of the Company. The result of such an acquisition would be that the
acquired company's stockholders and management would control the Company,
and the Company's management could be replaced by persons unknown at
this time. Such a merger would result in a greatly reduced percentage
of ownership of the Company by its current shareholders. In addition,
in conjunction with such a transaction, the Company's current officers,
directors, and principal shareholders could sell their controlling
block of stock at a premium price to the acquired company's stockholders.
U. No Public Market Exists. There is no public market for the
Company's common stock, and no assurance can be given that a market
will develop or that a shareholder ever will be able to liquidate his
investment without considerable delay, if at all. If a market should
develop, the price may be highly volatile. Factors such as those
discussed in this "Risk Factors" section may have a significant impact
upon the market price of the securities offered hereby. Owing to the
low price of the securities, many brokerage firms may not be willing
to effect transactions in the securities. Even if a purchaser finds a
broker willing to effect a transaction in these securities, the
combination of brokerage commissions, state transfer taxes, if any,
and any other selling costs may exceed the selling price. Further,
many lending institutions will not permit the use of such securities
as collateral for any loans.
V. Rule 144 Sales. All of the outstanding shares of Common Stock
held by present stockholders are "restricted securities" within the
meaning of Rule 144 under the Securities Act of 1933, as amended.
As restricted shares, these shares may be resold only pursuant to an
effective registration statement or under the requirements of Rule 144
or other applicable exemptions from registration under the Act and as
required under applicable state securities laws. Rule 144 provides in
essence that a person who has held restricted securities for a
prescribed period may, under certain conditions, sell every three
months, in brokerage transactions, a number of shares that does not
exceed the greater of 1.0% of a company's outstanding common stock or
the average weekly trading volume during the four calendar weeks prior
to the sale. There is no limit on the amount of restricted securities
that may be sold by a non-affiliate after the owner has held the
restricted securities for a period of at least two years. A sale
under Rule 144 or under any other exemption from the Act, if available,
or pursuant to subsequent registrations of shares of Common Stock of
present stockholders, may have a depressive effect upon the price of
the Common Stock in any market that may develop.
W. Blue Sky Considerations. Because the securities registered
hereunder have not been registered for resale under the blue sky laws
of any state, the holders of such shares and persons who desire to
purchase them in any trading market that might develop in the future,
should be aware that there may be significant state blue-sky law
restrictions upon the ability of investors to sell the securities
and of purchasers to purchase the securities. Some jurisdictions
may not allow the trading or resale of blind-pool or "blank-check"
securities under any circumstances. Accordingly, investors should
consider the secondary market for the Company's securities to be a
limited one.
ITEM 2. PLAN OF OPERATION
The Company intends to merge with or acquire a business entity in
exchange for the Company's securities. The Company has no particular
acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. Neither the Company's officer and
director, nor any affiliates, has engaged in any negotiations with
any representative of any company regarding the possibility of an
acquisition or merger between the Company and such other company.
Kevin Nichols and Jeff Nichols, the principal shareholders of the
Company, anticipate seeking out a target company through solicitation.
Such solicitation may include newspaper or magazine advertisements,
mailings, and other distributions to law firms, accounting firms,
investment bankers, financial advisors and similar persons, the use
of one or more World Wide Web sites, and similar methods. No estimate
can be made as to the number of persons who will be contacted or
solicited. Any such solicitation will be at the expense of Altres
Group, LLC. Altres Group, LLC pays may pay referral fees to
consultants and others who refer target businesses for mergers into
blank check companies in which Altres Group, LLC has an interest.
Payments are made if a merger occurs, and may consist of cash or a
portion of the stock in the Company retained by Kevin Nichols, Jeff
Nichols, or Altres Group, LLC or any combination thereof.
The Company has no full time employees. The Company's president
has agreed to allocate a portion of his time to the activities of
the Company, without compensation. The president anticipates that
the business plan of the Company can be implemented by his devoting
up to five hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the
limited time commitment by such officer.
Management is currently involved with other blank check companies,
and may be involved in creating additional blank check companies
similar to this one. A conflict may arise in the event that another
blank check company with which management is affiliated is formed and
actively seeks a target company. Management anticipates that target
companies will be located for the Company and other blank check
companies in chronological order of the date of formation of such
blank check companies. However, other blank check companies that
may be formed may differ from the Company in certain items such as
place of incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items. It may be
that a target company may be more suitable for or may prefer a certain
blank check company formed after the Company. In such case, a business
combination might be negotiated on behalf of the more suitable or
preferred blank check company regardless of date of formation. See
"ITEM 5, DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS -
Current Blank Check Companies".
The Certificate of Incorporation of the Company provides that the
Company may indemnify officers and/or directors of the Company for
liabilities, which can include liabilities arising under the securities
laws. Therefore, assets of the Company could be used or attached to
satisfy any liabilities subject to such indemnification.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity presented to it by
persons or firms who or which desire to seek the perceived advantages
of a corporation which has a class of securities registered under the
Exchange Act. The Company will not restrict its search to any specific
business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature.
This discussion of the proposed business is not meant to be restrictive
of the Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that it
will be able to participate in only one potential business venture because
the Company has nominal assets and limited financial resources. See
ITEM F/S, "FINANCIAL STATEMENTS." This lack of diversification should
be considered a substantial risk to the shareholders of the Company
because it will not permit the Company to offset potential losses from
one venture against gains from another.
The Company may seek a business opportunity with entities, which have
recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand
into new products or markets, to develop a new product or service, or
for other corporate purposes. The Company may acquire assets and
establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity
in which to participate will be complex and extremely risky.
Management believes (but has not conducted any research to confirm)
that there are business entities seeking the perceived benefits of a
publicly registered corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock
options or similar benefits to key employees, increasing the
opportunity to use securities for acquisitions, providing liquidity
for shareholders, and other factors. Business opportunities may be
available in many different industries and at various stages of
development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult
and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any cash or other
assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the
cost and time required to conduct an initial public offering. Management
has not conducted market research and is not aware of statistical data to
support the perceived benefits of a merger or acquisition transaction for
the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officer and director of the Company, who is not a
professional business analyst. In analyzing prospective business
opportunities, management will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and
experience of management services which may be available and the depth
of that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then
may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. To the extent possible,
management intends to utilize written reports and personal investigation
to evaluate the above factors. The Exchange Act requires that any merger
or acquisition candidate comply with certain reporting requirements, which
include providing audited financial statements to be included in the
reporting filings made under the Exchange Act. The Company will not
acquire or merge with any company for which audited financial statements
cannot be obtained at or within a reasonable period of time after closing
of the proposed transaction.
The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business
life. It is impossible to predict at this time the status of any business
in which the Company may become engaged, in that such business may need to
seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.
Management of the Company, which in all likelihood will not be experienced
in matters relating to the business of a target company, will rely upon its
own efforts in accomplishing the business purposes of the Company. Outside
consultants or advisors may be utilized by the Company to assist in the
search for qualified target companies. If the Company does retain such an
outside consultant or advisor, any cash fee earned by such person will need
to be assumed by the target company, as the Company has limited cash assets
with which to pay such obligation.
If management did determine to utilize the services of a consultant in the
selection of a target company, such consultant would likely be used to
supplement the business experience of management, such as accountants,
technical experts, appraisers, attorneys, or others. Management would
select a consultant based on the type of target company sought, the form
and amount of compensation required by the consultant, the years such
consultant had been in business and rate of success in matching target
companies with acquiring companies. If a consultant were used, management
would expect that any such consultant would provide the Company with a
selection of target companies, would provide due diligence assistance
for study of the target company, would assist in negotiating the terms
of a business combination, and would serve to facilitate the negotiation
process. More than one consultant could be used in locating a target
company.
The Company has no agreements or understandings currently with any
consultant to provide services and does not intend to have any such
relationship prior to acquisition of a target company. If requested
by a target company, management may recommend one or more underwriters,
financial advisors, accountants, public relations firms, or other
consultants.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be
continued after any business combination. Additionally, a target
company may be presented to the Company only on the condition that
the services of a consultant or advisor be continued after a merger
or acquisition. Such preexisting agreements of target companies for
the continuation of the services of attorneys, accountants, advisors,
or consultants could be a factor in the Company's selection of a target
company.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity.
It may also acquire stock or assets of an existing business. On the
consummation of a transaction, it is probable that the present management
and shareholders of the Company will no longer be in control of the Company.
In addition, it is likely that the Company's officer and director will, as
part of the terms of the acquisition transaction, resign and be replaced by
one or more new officers and directors.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of its transaction, the Company may
agree to register all or a part of such securities immediately after
the transaction is consummated or at specified times thereafter. If
such registration occurs, of which there can be no assurance, it will
be undertaken by the surviving entity after the Company has entered into
an agreement for a business combination or has consummated a business
combination and the Company is no longer considered a blank check company.
Until such time as this occurs, the Company will not attempt to register
any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market which may
develop in the Company's securities may have a depressive effect on the
market value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the
business transaction will find it desirable to avoid the creation of a
taxable event and thereby structure the acquisition in a "tax-free"
reorganization under Sections 351 or 368 of the Internal Revenue Code
of 1986, as amended (the "Code").
With respect to any merger or acquisition negotiations with a target
company, management expects to focus on the percentage of the Company
which target company shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things,
the target company's assets and liabilities, the Company's shareholders
will in all likelihood hold a substantially lesser percentage ownership
interest in the Company following any merger or acquisition. The
percentage of ownership may be subject to significant reduction in
the event the Company acquires a target company with substantial assets.
Any merger or acquisition effected by the Company can be expected to
have a significant dilative effect on the percentage of shares held by
the Company's shareholders at such time.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto,
will specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by the parties prior to and
after such closing, will outline the manner of bearing costs, including
costs associated with the Company's attorneys and accountants, and will
include miscellaneous other terms.
The Company will not acquire or merge with any entity, which cannot
provide audited financial statements at or within a reasonable period
of time after closing of the proposed transaction. The Company is
subject to all of the reporting requirements included in the Exchange
Act. Included in these requirements is the duty of the Company to file
audited financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements
included in its annual report on Form 10-K (or 10-KSB, as applicable).
If such audited financial statements are not available at closing, or
within time parameters necessary to insure the Company's compliance
with the requirements of the Exchange Act, or if the audited financial
statements provided do not conform to the representations made by the
target company, the closing documents may provide that the proposed
transaction will be voidable at the discretion of the present management
of the Company.
Management has agreed that it will advance to the Company any additional
funds that the Company needs for operating capital and for costs in
connection with searching for or completing an acquisition or merger.
Such advances will be made without expectation of repayment unless the
owners of the business which the Company acquires or merges with agree
to repay all or a portion of such advances. There is no minimum or
maximum amount management will advance to the Company. The Company
will not borrow any funds to make any payments to the Company's
promoters, management, or their affiliates or associates.
The Board of Directors has passed a resolution, which contains a policy
that the Company will not seek an acquisition or merger with any entity
in which the Company's officer, director, and shareholders or any
affiliate or associate serves as an officer or director or holds any
ownership interest.
COMPETITION
The Company will remain an insignificant participant among the firms
that engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns that have
significantly greater financial and personnel resources and technical
expertise than the Company. In view of the Company's combined extremely
limited financial resources and limited management availability, the
Company will continue to be at a significant competitive disadvantage
compared to the Company's competitors.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of
Kevin Nichols at no cost to the Company. Kevin Nichols has agreed
to continue this arrangement until the Company completes an acquisition
or merger.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 21, 2000, each person known
by the Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually, and all directors and
officers of the Company as a group. Except as noted, each person has sole
voting and investment power with respect to the shares shown.
Name and Address Amount of Percentage
of Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
Altres Group, LLC (1)(2) 5,000,000 100%
5616 East 19th Ave.
Spokane, WA 99212
Kevin Nichols (1)(2) 2,500,000 50%
5616 East 19th Ave.
Spokane, WA 99212
Jeff Nichols (1)(2) 2,500,000 50%
1750 B Grant Avenue
San Francisco, CA 94133
All Executive Officers and
Directors as a Group (1 Person) 5,000,000 100%
(1) Since Altres Group, LLC has fewer than 100 shareholders and is not
making and does not intend to make a public offering of its securities,
management believes that it is not deemed to be an investment company by
virtue of an exemption provided under the Investment Company Act of
1940, as amended.
(2) Kevin Nichols and Jeff Nichols each own 50% of Altres Group, LLC and
are its principals. Altres Group is a corporate/business development and
consulting firm, and thus the Nichols' are considered beneficial owners of
the shares of common stock of the Company issued to Altres Group, LLC. The
Messrs. Nichols are brothers.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS.
The Company has one Director and Officer, and one other control person,
as follows:
Name Age Positions and Offices Held
- ----------------- --- --------------------------
Kevin Nichols 40 President, Secretary,
Director
Jeff Nichols 43 Control Person
There are no agreements or understandings for the officer or director
to resign at the request of another person and the above-named officer
and director is not acting on behalf of nor will act at the direction of
any other person.
Set forth below is the name of the director and officer of the Company,
all positions and offices with the Company held, the period during which
he has served as such, and the business experience during at least the
last five years:
Kevin Nichols received his Bachelor of Business Administration degree in
accounting from Boise State University in 1980. From 1980 to 1983, he was
a CPA with Arthur Andersen & Company. From 1983 to 1985, he was Assistant
Vice President - Finance with SAFECO Properties. From 1985 to 1987, he was
Assistant Vice President with Wells Fargo Real Estate Advisors. From 1987
to 1992, he was a Vice President - Commercial Real Estate with Seattle
First National Bank. From 1992 to 1997, he was Director - Development &
Special Projects with Kiemle & Hagood Company, a full service commercial
real estate company in Spokane, WA. Mr. Nichols left Kiemle & Hagood
Company to form Altres Group, LLC, which specializes in business development
and investment services. In addition, Mr. Nichols is a Director and the Chief
Financial Officer of High Altitude Mapping Missions, Inc., a private company,
in its development stage, that is looking to commercially exploit radar
technology to topographically map the earth's surface.
Set forth below is the name of a control person of the Company and the
business experience during at least the last five years:
Jeff Nichols received his J.D. from the University of California,
Hastings College of Law, and has studied finance, accounting, and
economics at the graduate and undergraduate levels at the University
of Washington and Boise State University, respectively. Mr. Nichols
is a member of the bar of the State of California. As a sole practitioner,
he provides a variety of legal services in the area of general contracts,
securities offerings, mergers and acquisitions, and international
transactions. He established Altres Group, LLC with his brother,
Kevin Nichols, to focus on business development and investment services,
while also maintaining his active role as a practicing attorney. In
addition, Mr. Nichols is a Director, the President, and Chief Executive
Officer of High Altitude Mapping Missions, Inc., a private company, in
its development stage, that is looking to commercially exploit radar
technology to topographically map the earth's surface.
CURRENT BLANK CHECK COMPANIES
Mr. Nichols is the president, sole director, and a beneficial
Shareholder of Polycera Corporation and Wiley Rock Incorporated,
which has filed registration statements on Form 10-SB under
the Exchange Act on January 7, 1999. In addition, he is the
president, sole director, and a beneficial shareholder of an
additional blank check company, Oiram Incorporated. The initial
business purposes of these three companies were to engage in a merger
or acquisition with an unidentified company or companies and each will
be classified as a blank check company until completion of a business
acquisition. It is anticipated that Mr. Nichols will be filing Form
10-SB for Oiram Incorporated in concurrence with this 10-SB Form.
Mr. Nichols anticipates possibly being involved with additional blank
check Companies in the future as filed under the Securities Act or under
the Exchange Act.
CONFLICTS OF INTEREST
The Company's officer and director has organized and expects to possibly
organize other companies of a similar nature and with a similar purpose
as the Company. Consequently, there are potential inherent conflicts of
interest in acting as an officer and director of the Company. Insofar as
the officer and director is engaged in other business activities,
management anticipates that it will devote only a minor amount of time to
the Company's affairs. The Company does not have a right of first refusal
pertaining to opportunities that come to management's attention insofar as
such opportunities may relate to the Company's proposed business operations.
A conflict may arise in the event that another blank check company with
which management is affiliated is formed and actively seeks a target
company. It is anticipated that target companies will be located for
the Company and other blank check companies in chronological order of
the date of formation of such blank check companies. However, any blank
check companies that may be formed may differ from the Company in certain
items such as place of incorporation, number of shares and shareholders,
working capital, types of authorized securities, or other items. It may
be that a target company may be more suitable for or may prefer a certain
blank check company formed after the Company. In such case, a business
combination might be negotiated on behalf of the more suitable or preferred
blank check company regardless of date of formation. Mr. Nichols will be
responsible for seeking, evaluating, negotiating, and consummating a
business combination with a target company that may result in terms
providing benefits to Mr. Nichols.
Mr. Nichols is a 50% owner and a principal of Altres Group, LLC, a
corporate/business development company, and he is also a Director and
Chief Financial Officer of High Altitude Mapping Missions, Inc., a
start-up company looking to commercially exploit radar technology to
topographically map the earth's surface. As such, demands may be
placed on the time of Mr. Nichols that will detract from the amount
of time he is able to devote to the Company. Mr. Nichols intends to
devote as much time to the activities of the Company as required.
However, should such a conflict arise, there is no assurance that
Mr. Nichols would not attend to other matters prior to those of the
Company. Mr. Nichols projects that initially approximately five hours
per month of his time may be spent locating a target company which
amount of time would increase when the analysis of, and negotiations
and consummation with, a target company are conducted.
Mr. Nichols owns 50% of Altres Group, LLC which, in turn, owns
5,000,000 shares of common stock of the Company. No other securities,
or rights to securities, of the Company will be issued to management or
promoters, or their affiliates or associates, prior to the completion
of a business combination. At the time of a business combination,
management expects that some or all of the 5,000,000 shares of Common
Stock owned by Altres Group, LLC will be purchased by the target company.
The amount of Common Stock sold or continued to be owned by Altres Group,
LLC cannot be determined at this time.
The terms of a business combination may provide for a payment by cash or
otherwise to Altres Group, LLC for the purchase of all or parts of its
common stock of the Company by a target company. Mr. Nichols would
directly benefit from such employment or payment. Such benefits may
influence Mr. Nichols's choice of a target company.
The Company may agree to pay finder's fees, as appropriate and allowed,
to unaffiliated persons who may bring a target company to the Company
where that reference results in a business combination. The amount of
any finder's will be subject to negotiation, and cannot be estimated at
this time. No finder's fee of any kind will be paid to management or
promoters of the Company or to their associates or affiliates. No loans
of any type have, or will be, made to management or promoters of the
Company or to any of their associates or affiliates.
The Company's officer and director, its promoter, and their affiliates
or associates have not had any negotiations with and there are no present
arrangements or understandings with any representatives of the owners of
any business or company regarding the possibility of a business
combination with the Company.
The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management or promoters
of the Company, or any affiliates, or associates have any interest, direct
or indirect.
Management has adopted certain policies involving possible conflicts of
interest, including prohibiting any of the following transactions
involving management, promoters, shareholders or their affiliates or
associates:
(i) Any lending by the Company to such persons;
(ii) The issuance of any additional securities to such persons
prior to a business combination;
(iii) The entering into any business combination or acquisition of
assets in which such persons have any interest, direct or
indirect; or
(iv) The payment of any finder's fees to such persons.
These policies have been adopted by the Board of Directors of the
Company, and any changes in these provisions require the approval of the
Board of Directors. Management does not intend to propose any such action
and does not anticipate that any such action will occur.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of
interest in favor of the Company could result in liability of management
to the Company. However, any attempt by shareholders to enforce a
liability of management to the Company would most likely be prohibitively
expensive and time consuming.
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management believes
the Company will not be subject to regulation under the Investment Company
Act of 1940 insofar as the Company will not be engaged in the business of
investing or trading in securities. In the event the Company engages in
business combinations which result in the Company holding passive investment
interests in a number of entities the Company could be subject to regulation
under the Investment Company Act of 1940. In such event, the Company would
be required to register as an investment company and could be expected to
incur significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment Company
Act of 1940. Any violation of such Act would subject the Company to
material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
The Company's officer and director does not receive any compensation for
his services rendered to the Company, has not received such compensation
in the past, and is not accruing any compensation pursuant to any agreement
with the Company.
The officer and director of the Company will not receive any finder's fee,
either directly or indirectly, as a result of his efforts to implement the
Company's business plan outlined herein. However, the officer and director
of the Company anticipates receiving benefits as a beneficial shareholder
of the Company. See "ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT."
No retirement, pension, profit sharing, stock option, or insurance
programs or other similar programs have been adopted by the Company
for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On February 11, 1999 the Company issued a total of 5,000,000 shares
of Common Stock to the following persons for a total of $5,000 in cash:
Name Number of Total Shares Consideration
- ---- ---------------------- -------------
Altres Group, LLC 5,000,000 $5,000
The Board of Directors has passed a resolution, which contains a policy that
the Company will not seek an acquisition or merger with any entity in which
the Company's officer, director, or shareholder, or their affiliates or
associates serve as an officer or director or hold any ownership interest.
Management is not aware of any circumstances under which this policy may be
changed.
The proposed business activities described herein classify the Company as
a blank check company. See "GLOSSARY". The Securities and Exchange
Commission and many states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies. Management does
not intend to undertake any efforts to cause a market to develop in the
Company's securities until such time as the Company has successfully
implemented its business plan described herein. Accordingly, the
shareholders of the Company have executed and delivered a "lock-up"
letter agreement, affirming that such shareholders shall not sell their
shares of the Company's common stock except in connection with or following
completion of a merger or acquisition and the Company is no longer
classified as a blank check company. The shareholders have deposited
their stock certificates with the Company's management, who will not
release the certificates except in connection with or following the
completion of a merger or acquisition.
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 75,000,000 shares
of Common Stock, par value $.001 per share. The following statements
relating to the capital stock are summaries and do not purport to be
complete. Reference is made to the more detailed provisions of, and
such statements are qualified in their entirety by reference to, the
Articles of Incorporation and the By-laws, copies of which are filed as
exhibits to this registration statement.
COMMON STOCK
Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of common stock
do not have cumulative voting rights. Holders of common stock are entitled
to share ratably in dividends, if any, as may be declared from time to time
by the Board of Directors in its discretion from funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
Company, the holders of common stock are entitled to share pro-rata all
assets remaining after payment in full of all liabilities. All of the
outstanding shares of common stock are, and the shares of common stock
offered by the Company pursuant to this offering will be, when issued and
delivered, fully paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the Company's
common stock. There are no conversion or redemption rights or sinking fund
provisions with respect to the common stock.
PREFERRED STOCK AND DEBT
The Company has not issued any preferred stock or debt and has no intentions
of issuing any in the foreseeable future.
DIVIDENDS
Dividends, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and financial conditions. The
payment of dividends, if any, will be within the discretion of the
Company's Board of Directors. The Company presently intends to retain
all earnings, if any, for use in its business operations and accordingly,
the Board of Directors does not anticipate declaring any dividends prior
to a business combination.
GLOSSARY
"Blank Check" Company. As defined in Section 7(b)(3) of the Securities
Act, a "blank check" company is a development stage company that has no
specific business plan or purpose or has indicated that its business plan
is to engage in a merger or acquisition with an unidentified company or
companies and is issuing "penny stock" securities as defined in Rule
3a51-1 of the Exchange Act.
The Company. Vintendo Corporation, the company whose common stock is
the subject of this registration statement.
Exchange Act. The Securities Exchange Act of 1934, as amended.
"Penny Stock" Security. As defined in Rule 3a51-1 of the Exchange Act,
a "penny stock" security is any equity security other than a security
(i) that is a reported security (ii) that is issued by an investment
company (iii) that is a put or call issued by the Option Clearing
Corporation (iv) that has a price of $5.00 or more (except for purposes
of Rule 419 of the Securities Act) (v) that is registered on a national
securities exchange (vi) that is authorized for quotation on the Nasdaq
Stock Market, unless other provisions of Rule 3a51-1 are not satisfied,
or (vii) that is issued by an issuer with (a) net tangible assets in
excess of $2,000,000, if in continuous operation for more than three
years or $5,000,000 if in operation for less than three years or
(b) average revenue of at least $6,000,000 for the last three years.
Altres Group, LLC. Altres Group, LLC, is a private company owned 50%
by management of the Company. Altres Group, LLC provides corporate and
business development consultation services.
Small Business Issuer. As defined in Rule 12b-2 of the Exchange Act, a
"Small Business Issuer" is an entity (i) which has revenues of less than
$25,000,000 (ii) whose public float (the outstanding securities not held
by affiliates) has a value of less than $25,000,000 (iii) which is a
United States or Canadian issuer (iv) which is not an Investment Company
and (v) if a majority-owned subsidiary, whose parent corporation is also
a small business issuer.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
a) MARKET PRICE. There is no trading market for the Company's
Common Stock at present and there has been no trading market to date.
There is no assurance that a trading market will ever develop or, if
such a market does develop, that it will continue.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for purposes relevant
to the Company, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per
share, subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks and (ii) the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock
to be purchased. In order to approve a person's account for transactions
in penny stocks, the broker or dealer must (i) obtain financial information
and investment experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prepared
by the Commission relating to the penny stock market, which, in highlight
form, (i) sets forth the basis on which the broker or dealer made the
suitability determination and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading, and about commissions
payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available
to an investor in cases of fraud in penny stock transactions. Finally,
monthly statements have to be sent disclosing recent price information for
the penny stock held in the account and information on the limited market
in penny stocks.
In order to qualify for listing on the Nasdaq SmallCap Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three
years of $750,000; (ii) public float of 1,000,000 shares with a market
value of $5,000,000; (iii) a bid price of $4.00; (iv) three market makers;
(v) 300 shareholders and (vi) an operating history of one year or, if less
than one year, $50,000,000 in market capitalization. For continued listing
on the Nasdaq SmallCap Market, a company must have at least (i) net tangible
assets of $2,000,000 or market capitalization of $35,000,000 or net income
for two of the last three years of $500,000; (ii) a public float of 500,000
shares with a market value of $1,000,000; (iii) a bid price of $1.00;
(iv) two market makers; and (v) 300 shareholders.
If, after a merger or acquisition, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company's
securities may be traded in the over-the-counter ("OTC") market. The
OTC market differs from national and regional stock exchanges in that it
(1) is not cited in a single location but operates through communication
of bids, offers and confirmations between broker-dealers and (2) securities
admitted to quotation are offered by one or more broker-dealers rather
than the "specialist" common to stock exchanges. The Company may apply
for listing on the NASD OTC Bulletin Board or may offer its securities in
what are commonly referred to as the "pink sheets" of the National
Quotation Bureau, Inc. To qualify for listing on the NASD OTC Bulletin
Board, an equity security must have one registered broker-dealer, known
as the market maker, willing to list bid or sale quotations and to sponsor
the company for listing on the Bulletin Board.
If the Company is unable initially to satisfy the requirements for
quotation on the Nasdaq SmallCap Market or becomes unable to satisfy the
requirements for continued quotation thereon, and trading, if any, is
conducted in the OTC market, a shareholder may find it more difficult
to dispose of, or to obtain accurate quotations as to the market value
of, the Company's securities.
(b) HOLDERS. There is one holder of the Company's Common Stock.
On February 11, 1999 the Company issued 5,000,000 of its Common Shares
to this shareholder for cash at $.001 per share for a total price of
$5,000. The issued and outstanding shares of the Company's Common Stock
were issued in accordance with the exemptions from registration afforded
by Sections 3(b) and 4(2) of the Securities Act of 1933 and Rules 506 and
701 promulgated thereunder.
(c) DIVIDENDS. The Company has not paid any dividends to date, and
has no plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
The Company has not changed accountants since its formation and there
are no disagreements with the findings of its accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Company has sold securities that were
not registered as follows:
Date Name Number of Shares Consideration
- ---- ---- ---------------- -------------
February 11, Altres Group, LLC (1) 5,000,000 $5,000
1999
(1) Mr. Kevin Nichols, the president and sole director of the Company,
is a 50% owner and a principal of Altres Group, LLC and is therefore
considered to be the beneficial owner of the common stock of the Company
issued to Altres Group, LLC. Mr. Jeff Nichols, is a 50% owner and a
principal of Altres Group, LLC, and therefore is considered to be a
beneficial owner of the common stock of the Company issued to Altres
Group, LLC, and is considered a control person with respect to the Company.
With respect to the sales made to Altres Group, LLC, Inc., the Company
relied on Section 4(2) of the Securities Act of 1933, as amended and Rule
506 promulgated thereunder.
The shareholders of the Company have executed and delivered a "lock-up"
letter agreement which provides that such shareholders shall not sell the
securities except in connection with or following the consummation of a
merger or acquisition. Further, each shareholder has placed its stock
certificates with the Company until such time. Any liquidation by the
current shareholders after the release from the "lock-up" selling limitation
period may have a depressive effect upon the trading price of the Company's
securities in any future market which may develop.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.037 of the Corporate Statutes of the State of Nevada provides
that a Nevada corporation has the power, under specified circumstances, to
indemnify its directors, officers, employees, and agents, against expenses
incurred in any action, suit, or proceeding. The Articles of Incorporation
and the by-laws of the Company provide for indemnification of directors and
officers to the fullest extent permitted by the General Corporation Law of
the State of Nevada.
The Corporate Statutes of the State of Nevada provide that a certificate of
incorporation may contain a provision eliminating the personal liability of
a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions which involve intentional misconduct, fraud, or a knowing
violation of law, (iii) the payment of distributions in violation of
NRS 78.300 (relating to liability for unauthorized distributions to
stockholders) of the Corporate Statutes of the State of Nevada, or
(iv) for any transaction from which the director derived an improper
personal benefit. The Company's Certificate of Incorporation contains
such a provision.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS, OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS,
IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS
THEREFORE UNENFORCEABLE.
<PAGE>
PART F/S
FINANCIAL STATEMENTS.
Attached are audited financial statements for the Company for the period
ended December 31, 1999. The following financial statements are attached
to this report and filed as a part thereof.
1) Table of Contents - Financial Statements
2) Report of Independent Certified Public Accountants
3) Balance Sheet
4) Statement of Operations
5) Statement of Changes in Stockholders' Equity
6) Statement of Cash Flows
7) Notes to Financial Statements
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders of Vintendo Corporation:
I have audited the accompanying Balance Sheet of Vintendo Corporation
(a Nevada Corporation) as of December 31, 1999, and the related Statements
of Operations, Changes in Stockholders' Equity, and Cash Flows for the
period from February 11, 1999 (the date of inception) through December 31,
1999. These Financial Statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the Financial Statements
are free of material misstatement. An audit 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 provided 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 Vintendo Corporation
as of December 31, 1999, and the results of its operations and its cash
flows for the period from February 11, 1999 (date of inception) through
December 31, 1999 in conformity with generally accepted accounting
principles.
By: /s/ Merri Nickerson, CPA
------------------------
MERRI NICKERSON, CPA
Spokane, Washington
January 21, 2000
<PAGE>
Vintendo Corporation
(A Development Stage Company)
Balance Sheet
As of December 31, 1999
December 31,
1999
------------
ASSETS
Cash $ 5,000
-------
Total Assets $ 5,000
=======
LIABILITIES
Accounts Payable $ 0
-------
STOCKHOLDERS' EQUITY Common Stock:
Paid-In Capital, Par Value $0.001 per
Share, 75,000,000 Shares Authorized,
5,000,000 Shares Outstanding $ 5,000
Paid In Capital In Excess of Par Value 0
(Deficit) Accumulated During Development
Stage 0
-------
Total Stockholders' Equity $ 5,000
-------
Total Liabilities and Stockholders' Equity $ 5,000
========
See accompanying notes to financial statements.
<PAGE>
Vintendo Corporation
(A Development Stage Company)
Statement of Operations
For the Period from Inception (February 11, 1999) to
December 31, 1999
Inception to
December 31,
1999
-----------
Operating Revenues $ 0
Operating Expenses 0
-----------
Net Income (Loss ) $ 0
Per Share Information:
Basic and Diluted (Loss)
per Common Share $ 0.00
Weighted Average Shares Outstanding 5,000,000
See accompanying notes to financial statements.
<PAGE>
Vintendo Corporation
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
For the Period from Inception (February 11, 1999)
to December 31, 1999
Common Par Excess of Retained
Shares Value Par Value Earnings
---------- --------- ----------- ----------
Issuance of Common
Shares Cash at
$0.001 per Share 5,000,000 $ 5,000 $ 0 --
Net Operating Loss for the
Period from February 11, 1999
(date of inception) to
December 31, 1999 -- -- -- $ 0
---------- --------- ---------- ----------
BALANCE AT
DECEMBER 31, 1999 5,000,000 $ 5,000 $ 0 $ 0
========== ========= ========== ==========
See accompanying notes to financial statements.
<PAGE>
Vintendo Corporation
(A Development Stage Company)
Statement of Cash Flows
For the Period from Inception (February 11, 1999)
to December 31, 1999
Inception to
December 31,
1999
-----------
Net Income (Loss) $ 0
-----------
Net Cash Provided From (Used In)
Operating Activities 0
Cash Flows From (Used In) Financing
Activities:
Common Stock Sold for Cash 5,000
-----------
Net Increase (Decrease) in Cash 5,000
Cash at Beginning of Period 0
-----------
Cash at End of Period $ 5,000
===========
See accompanying notes to financial statements.
<PAGE>
Vintendo Corporation
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Vintendo Corporation was incorporated on February 11, 1999, under the laws
of the State of Nevada, for the purpose of engaging in any lawful business.
The Company has elected to report on a calendar year basis.
The Company is in its development stage and to date its activities have been
limited to organization, capital formation, and issuance of shares to its
original shareholders. It has not yet commenced any operational activities.
The Company plans to locate and negotiate with a business entity to merge
into the Company. In certain instances, such a company may wish to become
a subsidiary of the Company or may wish to contribute assets to the Company
rather than merge.
The Company has authorized 75,000,000 shares of Common Stock having a par
value of $.001 per share. On February 11, 1999, the Company issued a total
of 5,000,000 of its Common Shares at $0.001 per Share, for total proceeds
of $5,000. As of December 31, 1999, 5,000,000 shares of Common Stock had
been issued and were outstanding.
The Company has not yet determined and established its accounting policies
and procedures, except as follows:
1. The Company uses the accrual method of accounting.
2. Net loss per share is provided in accordance with Financial Accounting
Standards No. 128 (FAS No. 128) "Earnings Per Share". Basic loss per share
is computed by dividing losses available to common stockholders by the
weighted-average number of common shares during the period. Diluted loss
per share reflects the per share amounts that would have resulted if
dilutive common stock equivalents had been converted to common stock.
No stock options were available or granted during the periods presented.
Accordingly, basic and diluted loss per share are the same for all periods
presented.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real property. Office services
are provided without charge by the President of the Company. Such costs
are immaterial to the financial statements and, accordingly have not been
reflected therein. The officers and directors of the Company are involved
in other business activities including other companies with a business
intent similar to that of the Company, and may, in the future, become
active in other business activities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between
the Company and their own business interests. The Company has not
formulated a policy for the resolution of such conflicts.
As of December 31, 1999, no shareholders, officers, directors, or other
related parties had incurred costs on behalf of the Company to be repaid
or refunded by the Company.
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
(2) Articles of Incorporation and By-laws:
(i) Articles of Incorporation
(ii) By-laws
(3) Instruments Defining the Rights of Holders:
(i) Lock-Up Agreement with Altres Group, LLC
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this amendment #1 to the registration statement to be signed
on its behalf by the undersigned thereunto duly authorized.
VINTENDO CORPORATION
By: /s/ Kevin L. Nichols
--------------------
Kevin L. Nichols,
President & Director
January 21, 2000
ARTICLES OF INCORPORATION
OF
VINTENDO CORPORATION
The undersigned proposes to form a corporation under the laws of the State
of Nevada, relating to private corporations, and to that end hereby adopts
articles of incorporation as follows:
ARTICLE ONE
NAME
The name of the corporation is Vintendo Corporation.
ARTICLE TWO
LOCATION
The registered office of this corporation is at 5616 East 19th Avenue,
Spokane, WA 99212, resident agent is Carson Registered Agents, Inc. at
200 North Stewart Street, Carson City, NV 89701.
ARTICLE THREE
PURPOSE
This corporation is authorized to carry on any lawful business or enterprise.
ARTICLE FOUR
CAPITAL STOCK
The amount of the total authorized capital stock of this corporation is
75,000,000 shares each with par value of $.001 (one tenth of a cent) per
share.
ARTICLE FIVE
DIRECTORS
The initial governing board of this corporation shall be styled directors
and shall have one member. The name and address of the member of the first
board of directors is:
Kevin L. Nichols
5616 East 19th Avenue
Spokane, WA 99212
ARTICLE SIX
ELIMINATING PERSONAL LIABILITY
Officers and directors shall have no personal liability to the corporation
or its stockholders for damages for breach of fiduciary duty as an officer
or director. This provision does not eliminate or limit the liability of
an officer or director for acts or omissions which involve intentional
misconduct, fraud, or a knowing violation of law or the payment of
distributions in violation of NRS 78.300.
ARTICLE SEVEN
INCORPORATORS
The name and address of the incorporator is: Kevin L. Nichols, 5616 East
19th Avenue, Spokane, WA 99212.
ARTICLE EIGHT
PERIOD OF EXISTENCE
The period of existence of this corporation shall be perpetual.
ARTICLE NINE
AMENDMENT OF ARTICLES OF INCORPORATION
The articles of incorporation of the corporation may be amended from time
to time by a majority vote of all shareholders voting by written ballot
in person or by proxy held at any general or special meeting of shareholders
upon lawful notice.
ARTICLE TEN
VOTING OF SHARES
In any election participated in by the shareholders, each shareholder
shall have one vote for each share of stock he owns, either in person
or by proxy as provided by law. Cumulative voting shall not prevail in
any election by the shareholders of this corporation.
IN WITNESS WHEREOF the undersigned, Kevin L. Nichols, for the purpose of
forming a corporation under the laws of the State of Nevada, does make,
file, and record these articles, and certifies that the facts herein stated
are true; and I have accordingly hereunto set my hand this day, February
10, 1999.
INCORPORATOR:
By: /s/ Kevin L. Nichols
--------------------
Kevin L. Nichols
STATE OF WASHINGTON
COUNTY OF SPOKANE
On February 10, 1999, Kevin L. Nichols, personally appeared before me,
a notary public, and executed the above instrument.
By: /s/Cindy J. M. Schehan
----------------------
Cindy J. M. Schehan
Signature of Notary
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
Kimberly Terminel hereby certifies that on February 10, 1999, she, on behalf
of Carson Registered Agents, Inc., accepted appointment as Resident Agent
for the above named corporation in accordance with Sec. 78.090, NRS 1957.
IN WITNESS WHEREOF, I have hereunto set my hand this February 10, 1998.
By: /s/Kimberly Terminel
--------------------
Kimberly Terminel
BY-LAWS
OF
VINTENDO CORPORATION
ARTICLE I - OFFICES
The principal office of the Corporation shall be located in Washington,
the City of Spokane. The Corporation may have such other offices, either
within or without the State of incorporation as the Board of Directors may
designate or as the business of the Corporation may from time to time
require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the Stockholders shall be held on the last day of
February in each year, beginning with the year 2000, at the hour nine
o'clock A.M., for the purpose of electing Directors and for the transaction
of such other business as may come before the meeting. If the day fixed
for the annual meeting shall be a legal holiday such meeting shall be held
on the next succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the Stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or by the
Directors, and shall be called by the President at the request of the
holders of not less than seventy per cent (70%) of all the outstanding
Shares of the Corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The Directors may designate any place, either within or without the State,
unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the Directors. A
waiver of notice signed by all Stockholders entitled to vote at a meeting
may designate any place, either within or without the state, unless otherwise
prescribed by statute, as the place for holding such meeting. If no
designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal office of the Corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day, and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than 15 nor more than 30
days before the date of the meeting, either personally or by mail, by or
at the direction of the President, or the Officer, or persons calling the
meeting, to each Stockholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, addressed to the Stockholder at his address as it
appears on the stock transfer books of the Corporation, with postage
thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining Stockholders entitled to notice of, or to
vote at, any meeting of Stockholders or any adjournment thereof, or
Stockholders entitled to receive payment of any dividend, or in order
to make a determination of Stockholders for any other proper purpose,
the Directors of the Corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any case, 10 days.
If the stock transfer books shall be closed for the purpose of determining
Stockholders entitled to notice of or to vote at a meeting of Stockholders,
such books shall be closed for at least 15 days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Directors may
fix in advance a date as the record date for any such determination of
Stockholders, such date in any case to be not more than 30 days and, in
case of a meeting of Stockholders, not less than 15 days prior to the date
on which the particular action requiring such determination of Stockholders
is to be taken. If the stock transfer books are not closed and no record
date is fixed for the determination of Stockholders entitled to notice of
or to vote at a meeting of Stockholders, or Stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or
the date on which the resolution of the Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination
of Stockholders. When a determination of Stockholders entitled to vote at
any meeting of Stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
6. VOTING LISTS.
The Officer or Agent having charge of the stock transfer books for Shares
of the Corporation shall make, at least 15 days before each meeting of
Stockholders, a complete list of the Stockholders entitled to vote at
such meeting, or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of Shares held by each, which list, for
a period of 15 days prior to such meeting, shall be kept on file at the
principal office of the Corporation and shall be subject to inspection by
any Stockholder at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any Stockholder during the whole
time of the meeting. The original stock transfer book shall be prima facie
evidence as to who are the Stockholders entitled to examine such list or
transfer books or to vote at the meeting of Stockholders.
7. QUORUM.
At any meeting of Stockholders sixty percent (60%) of the outstanding Shares
of the Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Stockholders. If less than said number
of the outstanding Shares are represented at a meeting, a majority of the
Shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally notified. The Stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Stockholders to leave less than a
quorum.
8. PROXIES.
At all meetings of Stockholders, a Stockholder may vote by proxy executed
in writing by the Stockholder or by his duly authorized attorney in fact.
Such proxy shall be filed with the President of the Corporation before or
at the time of the meeting.
9. VOTING.
Each Stockholder entitled to vote in accordance with the terms and provisions
of the Certificate of Incorporation and these By-Laws shall be entitled to one
vote, in person or by proxy, for each share of stock entitled to vote held by
such Stockholders. Upon the demand of any Stockholder, the vote for Directors
and upon any question before the meeting shall be by ballot. All elections
for Directors shall be decided by plurality vote; all other questions shall
be decided by majority vote except as otherwise provided by the Certificate
of Incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the Stockholders, shall be as
follows:
1. Roll Call.
2. Proof of notice of meeting, or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action 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.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the Corporation shall be managed by its Board
of Directors. The Directors shall in all cases act as a Board, and they
may adopt such rules and regulations for the conduct of their meetings and
the management of the Corporation, as they may deem proper, not inconsistent
with these By-Laws and the laws of this State.
2. NUMBER, TENURE, AND QUALIFICATIONS.
The number of Directors of the Corporation shall be no less than one and
no more than seven, as may be determined by its Directors. Each Director
shall hold office until the next annual meeting of Stockholders and until
his successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the Directors, shall be held without other notice
than this By-Law immediately after, and at the same place as, the annual
meeting of Stockholders. The Directors may provide, by resolution, the
time and place for the holding of additional regular meetings without
other notice than such resolution.
4. SPECIAL MEETINGS.
Special meetings of the Directors may be called by or at the request of
the President or any two Directors. The person or persons authorized to
call special meetings of the Directors may fix the place for holding any
special meeting of the Directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least 15 days previously
thereto by written notice delivered personally, or by telegram, or mailed
to each Director at his business address. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered
to the telegraph company. 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.
6. QUORUM.
At any meeting of the Directors, a minimum of sixty percent (60%) of the
total Directors must be present to constitute a quorum for the transaction
of business, but if less than said number is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to
time without further notice.
7. MANNER OF ACTING.
The act of the majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created Directorships resulting from an increase in the number of
Directors and vacancies occurring in the Board for any reason except the
removal of Directors without cause may be filled by a vote of a majority
of the Directors then in office, although less than a quorum exists.
Vacancies occurring by reason of the removal of Directors without cause
shall be filled by vote of the Stockholders. A Director elected to fill
a vacancy caused by resignation, death, or removal shall be elected to
hold office for the remaining term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the Directors may be removed for cause by vote of the
Stockholders or by action of the Board. Directors may be removed
without cause only by vote of the Stockholders.
10. RESIGNATION.
A Director may resign at any time by giving written notice to the Board,
or the President of the Corporation. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the
Board or such Officer, and the acceptance of the resignation shall not
be necessary to make it effective.
11. COMPENSATION.
No compensation shall be paid to Directors, as such, for their services,
but by resolution of the Board a fixed sum and expenses for actual
attendance at each regular or special meeting of the Board may be
authorized. Nothing herein contained shall be construed to preclude
any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
12. PRESUMPTION OF ASSENT.
A Director of the Corporation who is present at a meeting of the Directors
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the
minutes of the meeting, or unless he shall file his written dissent to
such action with the person acting as the Secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered mail
to the President of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a Director who voted
in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES.
The Board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of two or more Directors.
Each such committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
1. NUMBER.
The initial Officer of the Corporation shall be its President. Such other
Officers and Assistant Officers as may be deemed necessary may be elected
or appointed by the Directors.
2. ELECTION AND TERM OF OFFICE.
The Officers of the Corporation to be elected by the Directors shall be
elected annually at the first meeting of the Directors held after each
annual meeting of the Stockholders. Each Officer shall hold office until
his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in
the manner hereinafter provided.
3. REMOVAL.
Any Officer or Agent elected or appointed by the Directors may be removed
by the Directors whenever in their 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.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise, may be filled by the Directors for
the remaining portion of the term.
5. PRESIDENT.
The President shall be the principal Executive Officer of the Corporation
and, subject to the control of the Directors, shall in general supervise
and control all of the business and affairs of the Corporation. He shall,
when present, preside at all meetings of the Stockholders and of the
Directors. He may sign certificates for Shares of the Corporation, any
deeds, mortgages, bonds, contracts, or other instruments which the Directors
have authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Directors or by
these By-Laws to some other Officer or Agent of the Corporation, or shall
be required by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such other
duties as may be prescribed by the Directors from time to time.
6. VICE-PRESIDENT.
In the absence of the President or in event of his death, inability or
refusal to act, 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. The Vice-President
shall perform such other duties as from time to time may be assigned to
him by the President or by the Directors.
7. SECRETARY
The Secretary shall keep the minutes of the Stockholders' and of the
Directors' meetings in one or more books provided for that purpose,
see that all notices are duly given in accordance with the provisions
of these By-Laws or as required, be custodian of the corporate records
and of the seal of the Corporation and keep a register of the post
office address of each Stockholder which shall be furnished to the
Secretary by such Stockholder, have general charge of the stock transfer
books of the Corporation and in general perform all duties incident to
the office of Secretary and such other duties as from time to time may
be assigned to him by the President or by the Directors.
8. TREASURER.
If required by the Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or
sureties as the Directors 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 moneys due and payable to
the Corporation from any source whatsoever, and deposit all such moneys
in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with these By-Laws and
in general perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President or by the Directors.
9. SALARIES.
The salaries of the Officers shall be fixed from time to time by the
Directors and no Officer shall be prevented from receiving such salary
by reason of the fact that he is also a Director of the Corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
1. CONTRACTS.
The Directors may authorize any Officer or Officers, Agent or Agents, to
enter into any contract or execute and deliver any instrument in the name
of and on behalf of the Corporation, and such authority may be general or
confined to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the Corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a
resolution of the Directors. Such authority may be general or confined
to specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the Corporation,
shall be signed by such Officer or Officers, Agent or Agents of the
Corporation and in such manner as shall from time to time be determined
by resolution of the Directors.
4. DEPOSITS.
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies, or other depositaries as the Directors may select.
5. INTEREST OF DIRECTORS IN CONTRACTS.
(a) No contract or transaction between the Corporation and one or more
of its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one
or more of the Corporation's directors or officers, are directors or
officers, or have a financial interest, shall be void or voidable solely
for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board or committee which authorizes
the contract or transaction, or solely because his or their votes are
counted for such purpose, if:
(1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of Directors,
a committee of the Board of Directors or the stockholders.
(b) Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing Shares of the Corporation shall be in such form
as shall be determined by the Directors. Such certificates shall be signed
by the President, or by such other Officers authorized by law and by the
Directors. All certificates for Shares shall be consecutively numbered
or otherwise identified. The name and address of the Stockholders, the
number of Shares, and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation
for transfer shall be canceled and no new certificate shall be issued until
the former certificate for a like number of Shares shall have been surrendered
and canceled, except that in case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and indemnity
to the Corporation as the Directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the Corporation, or the Transfer Agent of the
Corporation, of a certificate for Shares duly endorsed or accompanied
by proper evidence of succession, assignment, or authority to transfer,
it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, and cancel the old certificate; every such
transfer shall be entered on the transfer book of the Corporation which
shall be kept at its principal office.
(b) The Corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such
share on the part of any other person whether or not it shall have express
or other notice thereof, except as expressly provided by the laws of this
State.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January
in each year.
ARTICLE VIII - DIVIDENDS
The Directors may from time to time declare, and the Corporation may pay,
dividends on its outstanding Shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the Corporation, the
State of incorporation, year of incorporation and the words, "Corporate
Seal''.
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any Stockholder or director of the Corporation under the provisions
of these By-Laws or under the provisions of the Articles of Incorporation,
a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
These By-Laws may be altered, amended, or repealed and new By-Laws may be
adopted by a vote of the Stockholders representing a majority of all the
Shares issued and outstanding, at any annual Stockholders' meeting or at
any special Stockholders' meeting when the proposed amendment has been set
out in the notice of such meeting.
KNOW ALL MEN BY THESE PRESENTS: That I, the undersigned, being the director
of the above named corporation, do hereby consent to the foregoing By-Laws
and adopt the same as and for the By-Laws of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of
February, 1999.
By:/s/ Kevin L. Nichols
--------------------
Kevin L. Nichols
Altres Group, LLC
5616 East 19th Avenue
Spokane, WA 99212
Vintendo Corporation
5616 East 19th Avenue
Spokane, WA 99212
Re: Lock Up Agreement with Vintendo Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Vintendo
Corporation (the "Company") to the undersigned (the "Holder"), the Holder
hereby represents, warrants, covenants, and agrees, for the benefit of the
Company and the holders of record (the "third party beneficiaries") of the
Company's outstanding securities, including the Company's Common Stock,
$.001 par value (the "Stock") at the date hereof and during the pendency
of this letter agreement that the Holder will not transfer, sell, contract
to sell, devise, gift, assign, pledge, hypothecate, distribute, or grant
any option to purchase or otherwise dispose of, directly or indirectly,
its shares of Stock of the Company owned beneficially or otherwise by the
Holder except in connection with or following completion of a merger,
acquisition, or other transaction by the Company resulting in the Company
no longer being classified as a blank check company as defined in Section
7(b)(3) of the Securities Act of 1933, as amended.
Any attempted sale, transfer, or other disposition in violation of
this letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct its
transfer agent not to transfer such securities (ii) may provide a copy
of this letter agreement to the Company's transfer agent for the purpose
of instructing the Company's transfer agent to place a legend on the
certificate(s) evidencing the securities subject hereto and disclosing
that any transfer, sale, contract for sale, devise, gift, assignment,
pledge, or hypothecation of such securities is subject to the terms of
this letter agreement and (iii) may issue stop-transfer instructions to
its transfer agent for the period contemplated by this letter agreement
for such securities.
This letter agreement shall be binding upon the Holder, its agents,
heirs, successors, assigns, and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this
letter agreement in any instance must be in writing and must be duly
executed by the Company and the Holder and shall not be deemed or construed
to be a waiver of such term or condition for the future, or of any subsequent
breach thereof.
The Holder agrees that any breach of this letter agreement will cause
the Company and the third party beneficiaries irreparable damage for which
there is no adequate remedy at law. If there is a breach or threatened
breach of this letter agreement by the Holder, the Holder hereby agrees
that the Company and the third party beneficiaries shall be entitled to
the issuance of an immediate injunction without notice to restrain the
breach or threatened breach. The Holder also agrees that the Company
and all third party beneficiaries shall be entitled to pursue any other
remedies for such a breach or threatened breach, including a claim for
money damages.
Agreed and accepted this 11th day of February, 1999.
THE HOLDER
By: /s/Kevin Nichols
--------------------
Kevin L. Nichols
Managing Member, Altres Group, LLC
By: /s/Jeffrey Nichols
---------------------
Jeffrey A. Nichols
Member, Altres Group, LLC
<TABLE> <S> <C>
<ARTICLE>5
<LEGEND>
This schedule contains summary financial information extracted from year
to date (since inception) financial statements, dated December 31, 1999,
and is qualified in its entirety by such reference to Vintendo Corporation.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 5,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5,000,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
