<PAGE> 1
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 12(g) of the Securities Act of 1934
G.P. PROPERTIES, INC.
(Name of Small Business Issuer in Its Charter)
NEVADA 88-0377059
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
12821 AVENIDA LA VALENCIA
POWAY, CA 92064
(Address of principal Executive Offices) (Zip Code)
(619)561-8550
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock -- .001 Par Value
(Title of Class)
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PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
General
G.P. Properties, Inc. is filing this Form 10-SB on a voluntary basis in order to
make G.P. Properties' financial information equally available to any interested
parties or investors and meet certain listing requirements for publicly traded
securities.
Business Development
G.P. Properties, Inc. was incorporated in Nevada on July 6, 1989. The Company
was organized in order to implement management's concept for residential
financial analysis software for real estate brokers. Management determined that
existing software development costs in 1990 coupled with the recessionary real
estate conditions necessitated a delay in implementing the Company's business
plan. During 1995 the Company raised funds necessary to keep the Company current
in its state fees and taxes by the sale of stock to directors and investors. In
January of 1999 the board of directors voted to seek capital and began
development of the Company's business plan.
There have been no bankruptcy, receivership or similar proceedings.
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
Business of the Issuer
In January of 1999, Management determined the Company should complete the
development of its residential financial analysis software for real estate
brokers due to a reduction in programming costs, a robust national real estate
market, and Internet marketing potential that was unavailable in prior years.
The Company's residential financial analysis software for real estate brokers is
currently a concept which will require programming necessary to develop a system
for real estate brokers that integrates a home buyer's financing capacity,
available properties at specified price ranges, and financing terms of available
lenders. Management anticipates that software development costs will not exceed
$125,000. Management intends to market its software through direct marketing to
real estate brokers and mortgage lenders and Internet retail sites. Management
has no market or distribution agreements with any real estate brokers, mortgage
lenders, or Internet sales sites. Once the Company is in beta testing of its
software, management will seek out direct marketing with real estate brokers and
mortgage lenders and distribution agreements with Internet sales sites.
Management at this time cannot estimate when the Company will have the
sufficient funding necessary to begin development and marketing of its product .
The Company has no new product or service planned or announced to the public.
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The size and financial strengths of the Company's competitors are substantially
greater than those of the Company. One competitor, Roger Martin Company, has
real estate analysis software marketed on the Internet that, while broad based,
does not analyze lender data. Management believes that the Company can
effectively compete with those other companies because of the unique nature of
its product which integrates three interrelated analyses of residential broker
transactions: buyer's financing capacity, sorted home pricing, and available
lender terms. Management is not aware of any significant barriers to the
Company's entry into the real estate financial analysis market, however, the
Company at this time cannot ascertain its exact market share of this market.
Software programming and product manufacturing are available through various
suppliers such as EDP Management, Inc., Excelsoft Technologies, and I.D. Disk,
Inc. At this time the Company has no contracts with suppliers and will not
initiate negotiations with potential suppliers until such time as the Company
has sufficient funding. Management at this time cannot estimate when the Company
will have the sufficient funding necessary to begin negotiations with its
potential suppliers.
The Company intends to sell its products to a broad base of real estate brokers
and financial lenders throughout the United States and through the Internet and
will not depend on any one or a few major customers. When the Company is in beta
testing of its software and has sufficient funding it will begin marketing to
these potential buyers and the Internet sales sites. Management at this time
cannot estimate when the Company will have the sufficient funding necessary to
begin marketing of its product. Management at this time cannot accurately
estimate what will constitute sufficient funding.
When the Company has sufficient funding, and has a beta test version of its
software management will seek legal council for copyright and trademark
protection. Until a beta test version of the software is produced and sufficient
funding is available, its software will be protected by common law copyright.
Management at this time cannot accurately estimate what will constitute
sufficient funding and how long it will take to develop the software to beta
testing stage.
The Company does not need any governmental approval of its principal product.
The Company's business is not subject to material regulation by federal, state,
or local governmental agencies.
The Company currently has no employees.
Year 2000 Disclosure
Computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of normal business activities.
Based on a recent and ongoing assessment, the Company has determined that its
proposed software will be Year 2000 compatible and any other purchased software
will be off-the-shelf software that will be certified Year 2000 compatible for
all of its computing requirements. The Company presently believes that with
modifications to existing off-the-shelf software or conversions
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to new software, the Year 2000 issue will not pose significant operational
problems and will not materially affect future financial results.
The Company currently anticipates purchasing new off-the-shelf Year 2000
compatible software by September 30, 1999, which is prior to any anticipated
impact on its operating systems. The total cost of this new software is not
anticipated to be a material expense to the Company at this time. However, there
can be no guarantee that these new off-the-shelf software products will be
adequately modified, which could have a material adverse effect on the Company's
results of operations.
ITEM 2
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Plan of Operation
The Company's current cash is sufficient in management's opinion for the next
twelve months as it currently has no direct or indirect operating expenses.
During the next twelve months, the Company plans to raise additional funds as
necessary. Management has not yet determined what source or sources will provide
additional funds for the Company. There are no current plans for product
research and development. There are no current plans to purchase or sell any
significant amount of fixed assets. There a re no current plans to increase the
number of employees.
Results of Operations
There were no revenues from sales for the period ended November 30, 1998. The
Company sustained a net loss of $315 for the period ended November 30, 1998.
Liquidity and Capital Resources
As of November 30, 1998, the Company had $3885 cash on hand and in the bank. The
primary costs and operating expenses for the period ended November 30, 1998 were
$315 operating expenses.
Currently, the Company maintains a sufficient positive cash balance for working
capital. The losses through November 1998 were due to operating expenses.
ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address and telephone number are
provided by a Director of the Company at no cost. Management considers the
Company's current principal office space arrangement adequate for current and
short-term estimated growth.
4
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ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date -- January 31,1999:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
- -------- ------- --------------- -------
<S> <C> <C>
Common Eileen Sturtevant 4,500,000(a) 42%
12821 Avenida La Valencia
Poway, Ca 92064
Common Anne Winton 4,500,000(b) 42%
12821 Avenida La Valencia
Poway, Ca 92064
</TABLE>
(a) Ms. Sturtevant received 100,000 shares of the Company's common stock in
1995 for services, and 4,400,000 shares of the Company's common stock were
issued to her per a stock split on February 5, 1998.
(b) Ms. Winton received 100,000 shares of the Company's common stock in 1995
for services, and 4,400,000 shares of the Company's common stock were
issued to her per a stock split on February 5, 1998.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose terms will expire
8/31/99, or at such a time as their successors shall be elected and qualified
are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected
- -------------- --- -------- ------------------
<S> <C> <C> <C>
Eileen Sturtevant 39 President, 9/28/95
12821 Avenida La Valencia Secretary,
Poway, Ca 92064 Director
Anne Winton 60 Director 9/28/95
12821 Avenida La Valencia Treasurer
Poway, Ca 92064
</TABLE>
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Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers appointed to
serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, of any
regulatory agency enjoining him from acting as an investment advisor,
underwriter, broker or dealer in the securities industry, or as an affiliated
person, director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities nor has any such person been the subject of
any Order of a State authority barring or suspending for more than sixty (60)
days, the right of such a person to be engaged in such activities or to be
associated with such activities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
Resumes
Eileen Sturtevant, President, Secretary & Director
1986 - Current Senior statistical analyst in the financial services industry.
Responsible for mortgage loan analysis modeling for
institutional Lenders. Residential loan underwriter.
BA - San Diego State University
Anne Winton, Treasurer & Director
Over twenty-four years as a real estate broker in California. Currently owner
and CEO of The Winton Group, a real estate consulting company. From 1981 through
1995, owner and CEO of Anne Winton & Associates Realty. Managed over one hundred
brokers and sales personnel and an administration staff of thirty. Developed and
staffed fifteen real estate broker offices. Represented major developers for
complete project residential sales. Successfully formed two large real estate
syndicates and raised funding for two residential real estate development
projects.
BA - University of Mississippi at Oxford
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ITEM 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name & Year Salary Bonus Other Restricted Options LTIP All other
principle ($) ($) annual stock SARs Payouts compen-
position compen- awards ($) ($) sation ($)
sation($)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E Sturtevant 1996 -0- -0- -0- 100 -0- -0- -0-
President 1997 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0- -0- -0-
A Winton 1996 -0- -0- -0- 100 -0- -0- -0-
Director 1997 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
There are no current employment agreements between the Company and its executive
officers.
The Directors and Principal Officers have worked with no remuneration until such
time as the Company receives sufficient revenues necessary to provide proper
salaries to all Officers and compensation for Directors' participation. The
Officers and the Board of Directors have the responsibility to determine the
timing of remuneration based upon a positive cash flow to include stock sales,
product sales, estimated cash expenditures, accounts receivable, accounts
payable, notes payable, and a cash balance of not less than $10,000 at each
month end. At this time, management cannot accurately estimate when sufficient
revenues will occur to implement this compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ms. Sturtevant (Director, President & Secretary) received 100,000 shares of the
Company's common stock in 1995 for services, and 4,400,000 shares of the
Company's common stock were issued to her per a forward stock split on February
5, 1998.
Ms. Winton (Director & Treasurer) received 100,000 shares of the Company's
common stock in 1995 for services, and 4,400,000 shares of the Company's common
stock were issued to her per a forward stock split on February 5, 1998.
7
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ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 25,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. 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
have cumulative voting rights. Holders of shares of Common Stock are entitled to
share ratable 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 shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding Common Stock is, and the shares offered by the Company pursuant to
this offering will be, when issued and delivered, fully paid and non-assessable.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
As of the date of this filing, there is no public market for the Company's
securities. As of December 31, 1998, the Company had 39 shareholders of record.
The Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the Securities
Act for sale by security holders. There is no public offering of equity and
there is no proposed public offering of equity.
ITEM 2
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
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ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On November 8, 1995, at a special meeting of the board of directors, the
shareholders authorized the sale and issuance of 100,000 shares of common stock
to each of the officers and directors of the Company for a total of 200,000 Rule
144 shares.
From the period of approximately November 8, 1995 until November 30, 1995, the
Company offered and sold 39,000 shares of common stock for $3900. Each
prospective investor was given a private placement memorandum designed to
disclose all material aspects of an investment in the Company. This offering was
not accompanied by general advertisement or general solicitation.
On February 5, 1998, the Board of Directors authorized a forward stock split of
44 to 1 resulting in a total of 10,755,000 shares of common stock issued and
outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
PART F/S
The audited financial statements of the Company and related notes which are
included in this offering have been examined by Barry L. Friedman, PC, and have
been so included in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
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<PAGE> 10
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit A Financial Statements
1 Audited financial statements for the year ended June 30, 1997 and
the year ended June 30 1998 and the period ended November 30, 1998
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3.(i) Articles of Incorporation Included
Exhibit 3.(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 7 Opinion re: liquidation preference None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Material contracts None
Exhibit 11 Statement re: computation of per share earnings See Exhibit A
Exhibit 14 Material foreign patents None
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
Exhibit 28 Reports furnished to State insurance agencies None
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
G.P. Properties, Inc.
Date February 20, 1999 By /s/ Eileen Sturtevant
----------------- -------------------------------------
Eileen Sturtevant,
President & Director
Date February 20, 1999 By /s/ Anne Winton
----------------- -------------------------------------
Anne Winton, Director
10
<PAGE> 11
EXHIBIT A
G.P. PROPERTIES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
November 30, 1998
June 30, 1998
June 30, 1997
<PAGE> 12
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT............................................... 1
ASSETS..................................................................... 2
LIABILITIES AND STOCKHOLDERS' EQUITY....................................... 3
STATEMENT OF OPERATIONS.................................................... 4
STATEMENT OF STOCKHOLDERS' EQUITY......................................... 5
STATEMENT OF CASH FLOWS................................................... 6
NOTES TO FINANCIAL STATEMENTS............................................. 7-8
</TABLE>
<PAGE> 13
[BARRY L. FRIEDMAN, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Board of Directors December 7, 1998
G.P. Properties, Inc.
San Diego, California
I have audited the accompanying Balance Sheets of G.P. Properties, Inc., (A
Development Stage Company), as of November 30, 1998, June 30, 1998, and June
30, 1997, and the related statements of operations, stockholders' equity and
cash flows for the period July 1, 1998, to November 30, 1998, and the two years
ended June 30, 1998, and June 30, 1997. 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 we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of G.P. Properties, Inc., (A
Development Stage Company), as of November 30, 1998, June 30, 1998, and June 30,
1997, and the results of its operations and cash flows for the period July 1,
1998, to November 30, 1998, and the two years ended June 30, 1998, and June 30,
1997, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ BARRY L. FRIEDMAN
- ---------------------------
Barry L. Friedman
Certified Public Accountant
<PAGE> 14
G.P. PROPERTIES, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
November June June
30, 1998 30, 1998 30, 1997
-------- -------- --------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash $3,885 $3,900 $3,900
------ ------ ------
TOTAL CURRENT ASSETS $3,885 $3,900 $3,900
------ ------ ------
OTHER ASSETS: $ 0 $ 0 $ 0
------ ------ ------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
------ ------ ------
TOTAL ASSETS $3,885 $3,900 $3,900
====== ====== ======
</TABLE>
See accompanying notes to financial statements & audit report
-2-
<PAGE> 15
G.P. PROPERTIES, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
November June June
30, 1998 30, 1998 30, 1997
-------- -------- --------
<S> <C> <C> <C>
CURRENT LIABILITIES: $ 0 $ 0 $ 0
-------- -------- --------
TOTAL CURRENT LIABILITIES $ 0 $ 0 $ 0
-------- -------- --------
STOCKHOLDERS' EQUITY:
Common Stock, $0.001 par value,
authorized 1,000,000 shares;
issued and outstanding at
June 30, 1997-239,000 shares $ 239
Common Stock, $0.001 par value,
authorized 25,000,000 shares;
issued and outstanding at
June 30, 1998-10,755,000 shares $10,755
November 30, 1998-10,755,000 shares $10,755
Additional paid-in capital -6,555 -6,555 3,961
Deficit accumulated during
development stage -315 -300 -300
------- ------- ------
TOTAL STOCKHOLDERS' EQUITY $ 3,885 $ 3,900 $3,900
------- ------- ------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,885 $ 3,900 $ 3,900
======= ======= =======
</TABLE>
See accompanying notes to financial statements & audit report
-3-
<PAGE> 16
G.P. PROPERTIES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
July 1, Year Year July 6, 1989
1998 to Ended Ended (inception)
Nov. 30, June 30, June 30, to Nov. 30,
1998 1998 1997 1998
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
INCOME:
Revenue $ 0 $ 0 $ 0 $ 0
---------- ---------- ---------- -----------
EXPENSES:
General, Selling
and Administrative $ 15 $ 0 $ 0 $ 315
---------- ---------- ---------- -----------
Total Expenses $ 15 $ 0 $ 0 $ 315
---------- ---------- ---------- -----------
Net Profit/Loss(-) $ (15) $ 0 $ 0 $ (315)
========== ========== ========== ===========
Net Profit/Loss(-)
per weighted
share (Note 1) $ NIL $ .0000 $ .0000 $ NIL
========== ========== ========== ===========
Weighted average
number of common
shares outstanding 10,755,000 10,755,000 10,755,000 10,755,000
========== ========== ========== ===========
</TABLE>
See accompanying notes to financial statements & audit report
-4-
<PAGE> 17
G.P. PROPERTIES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional
Common Stock paid-in Retained
Shares Amount capital Earnings
---------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Balance,
June 30, 1996 239,000 $ 239 $ 3,961 $ (300)
Net loss year ended
June 30, 1997 0
---------- ---------- ---------- --------
Balance,
June 30, 1997 239,000 $ 239 $ 3,961 $ (300)
February 15, 1998
forward stock split
45:1 10,516,000 10,516 (10,516)
Net loss year ended
June 30, 1998 0
---------- ---------- ---------- --------
Balance,
June 30, 1998 10,755,000 $ 10,755 $ (6,555) $ (300)
Net loss
July 1, 1998 to
November 30, 1998 (15)
---------- ---------- ---------- --------
Balance
November 30, 1998 10,755,000 $ 10,755 $ (6,555) $ (315)
========== ========== ========== ========
</TABLE>
See accompanying notes to financial statements & audit report
-5-
<PAGE> 18
G.P. PROPERTIES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
July 1, Year Year July 6, 1989
1998 to Ended Ended (inception)
Nov. 30, June 30, June 30, to Nov. 30,
1998 1998 1997 1998
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities:
Net Loss $ (15) $ 0 $ 0 $ (315)
Adjustment to
reconcile net loss
to net cash
provided by operating
activities $ 0 $ 0 $ 0 $ 0
Changes in assets and
liabilities:
Increase in current
liabilities:
Officers Advances $ 0 $ 0 $ 0 $ 0
---------- ---------- ---------- -----------
Net cash used in
operating activities $ (15) $ 0 $ 0 $ (315)
Cash Flows from
investing activities $ 0 $ 0 $ 0 $ 0
Cash Flows from
Financing Activities:
Issuance of common
stock for services 200
stock for cash $ 0 $ 0 $ 0 $ 4,000
---------- ---------- ---------- -----------
Net increase (decrease)
in cash $ (15) $ 0 $ 0 $ 3,885
Cash,
beginning of period 3,900 3,900 3,900 0
---------- ---------- ---------- -----------
Cash,
end of period $ 3,885 $ 3,900 $ 3,900 $ 3,885
========== ========== ========== ===========
</TABLE>
See accompanying notes to financial statements & audit report
-6-
<PAGE> 19
G.P. PROPERTIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 1998, June 30, 1998, and June 30, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized July 6, 1989, under the laws of the State of Delaware
as G.P. Properties, Inc. The Company currently has no operations and, in
accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest bearing bank that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents. There are no cash
equivalents as of November 30, 1998.
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes." A deferred tax asset or liability is recorded for
all temporary difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
Organization Costs
Costs incurred to organize the Company were amortized on a straight-line basis
over a sixty month period
-7-
<PAGE> 20
G.P. PROPERTIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
November 30, 1998, June 30, 1998, and June 30, 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #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 outstanding during the period. Diluted
loss per share reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock. As of December 31,
1998, the Company had no dilative common stock equivalents such as stock
options.
Year End
The Company has selected June 30, as it's fiscal year end.
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Computer programs that
have time sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Based on a recent and ongoing assessment, the Company has determined that it
will require only off-the-shelf software utilizing a Microsoft Windows platform
for all of its computing requirements. The Company presently believes that with
modifications to existing off-the-shelf software or conversions to new
software, the Year 2000 issue will not pose a significant operational problem
and will not materially affect future financial results.
The Company currently anticipates purchasing new off-the-shelf Year 2000
compatible software within the near future, which is prior to any anticipated
impact on its operating systems. The total cost of this new software is not
anticipated to be a material expense to the Company at this time. However,
there can be no guarantee that these new off-the-shelf software products will
be adequately modified, which could have a material adverse effect on the
Company's results of operations.
-8-
<PAGE> 21
G.P. PROPERTIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
November 30, 1998, June 30, 1998, and June 30, 1997
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended November 30, 1998,
due to the net loss and no state income tax in the state of the Company's
domicile and operations. The Company's total deferred tax asset as of June 30,
1998, is as follows:
Net operation loss carry forward $300
Valuation allowance 300
----
Net deferred tax asset $ 0
The federal net operation loss carry forward will expire between 2014 and 2018.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4 - SHAREHOLDERS' EQUITY
Common Stock
The authorized common stock of G.P. Properties, Inc. consists of 25,000,000
shares with a par value of $.001 per share.
Preferred Stock
G.P. Properties, Inc. has no preferred stock.
On June 28, 1990, the Company issued 100,000 shares of it's $.001 par value
common stock for cash of $100.00 to a director.
On November 8, 1995, the Company cancelled the stock that was issued on June
28, 1990, and issued a new 200,000 shares of it's $.001 par value common stock
for services of $200.00 to two directors.
On November 25, 1995, the Company issued 39,000 shares of it's $.001 par value
common stock for cash of $3,900.00 to investors.
On October 22, 1997, the State of Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from 1,000,000
common shares to 25,000,000 common shares. The par value remained at $0.001.
On February 5, 1998, the Company approved a forward stock split on the basis of
45:1, thus increasing the outstanding common stock from 239,000 shares to
10,755,000 shares.
-9-
<PAGE> 22
G.P. PROPERTIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
November 30, 1998, June 30, 1998, and June 30, 1997
REVISED
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other material
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. It is the
intent of the Company to seek a merger with an existing, operating company.
Until that time, the stockholders/officers and or directors have committed to
advancing the operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns or leases any real or personal property. Office
services are provided without charge by an officer. 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 and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares
of common stock.
-10-
<PAGE> 1
EXHIBIT 3.(i)
OCT 22 1997
FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA
No. C5916-89
/s/ DEAN HELLER
Dean Heller, Secretary of State
THIS FORM SHOULD ACCOMPANY RESTATED ARTICLES (PURSUANT TO
NR. 78.403(B)) OF INCORPORATION FOR A NEVADA CORPORATION
1. Name of corporation: G.P. PROPERTIES, INC.
2. Date of adoption of Amended and Restated Articles: October 20, 1997
3. If the articles were amended, please indicate what changes have been made:
(a) Was there a name change? NO
(b) Did you change the resident agent? YES If yes, please indicate the
new resident agent and address.
Carrie Thomas
7555 La Madre Way
Las Vegas, Nevada 89129
Please attach change the resident agent acceptance certificate.
(c) Did you change the purpose? NO Did you add Banking? NO
Gaming? NO Insurance? NO None of these? X
(d) Did you change the capital stock? YES If yes, what is the new
capital stock?
25,000,000 of Common Class A Stock with a Par Value of $.001
(c) Did you change the directors? YES If yes, indicate the change:
All directors were changed. New directors are: Marcella V. Parr,
Renee Folks and Carrie Thomas
(f) Did you add the directors liability? NO
(g) Did you change the period of existence? NO
(h) If none of the above apply, and you have amended or modified the
articles, how did you change your articles?
All articles of the Corporation are Restated.
/s/ MARCELLA V. PARR 10/20/97
- --------------------------- ------------
Marcella V. Parr/President Date
State of Nevada )
)ss.
County of Clark )
On Oct. 20th, 1997, personally appeared before me, a Notary Public,
Marcella V. Parr, who acknowledge that he/she executed the above
instrument.
(SEAL)
NOTARY PUBLIC
STATE OF NEVADA /s/ DON W. PARR
County of Clark -----------------
DON W. PARR Notary Public
Appt. No. 95-0674-1
My Appointment Expires Oct. 13, 1999
<PAGE> 2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
G.P. PROPERTIES, INC.
On the 20th day October, 1997, pursuant to the Nevada Revised Statutes
78.320 and other applicable Nevada revised Statutes, a Special Meeting of
Shareholders representing a majority of the holders was called. Whereas, there
being shares valid issued and outstanding and entitled to vote, with a total
voting power of 2,500,000 shares, shareholders voted either by proxy or in
person 2,500,000 shares FOR, representing 100% being a majority and 0 shares
AGAINST, to RESTATE THE ARTICLES OF INCORPORATION OF G.P. PROPERTIES, INC.
Therefore, the Corporation does by these presents Restate its Articles of
Incorporation as follows:
FIRST: Name
The name of the corporation is G.P. PROPERTIES, INC. (the "Corporation")
SECOND: Registered Office and Agent.
The address of the registered office of the Corporation in the State of
Nevada is 7555 La Madre Way, Las Vegas, NV, 89129, in the City of Las Vegas,
County of Clark. The name and address of the Corporation's registered agent in
the State of Nevada is Carrie Thurman said address, until such time as another
agent is duly authorized and appointed by the Corporation.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the laws
of Nevada, including, but not limited to the following:
(a) The Corporation may at any time exercise such rights,
privileges and powers, which is not inconsistent with the
purposes and objectives for which this Corporation is
organized.
(b) The Corporation shall have power to have succession by its
corporate name in perpetuity, or until dissolved and its
affairs completed up according to law;
(c) The Corporation shall have power to sue and be sued in any
court of law or equity;
(d) The Corporation shall have power to make contracts;
1
<PAGE> 3
(e) The Corporation shall have power to hold, purchase and convey real and
personal estate and to mortgage or lease any such real and personal
estate with its franchises. The power to hold real and personal estate
shall include the power to take the same by devise or bequest in the
State of Nevada, or in any other state, territory or country;
(f) The Corporation shall have power to appoint such officers and agents
as the affairs of the Corporation shall require and allow them
suitable compensation;
(g) The Corporation shall have power to make bylaws not inconsistent with
the constitution or laws of the United States, or of the State of
Nevada, for the management, regulation and government of its affairs
and property, the transfer of its stock, the transaction of its
business and the calling and holding of meetings of stockholders;
(h) The Corporation shall have the power to wind up and dissolve itself,
or be wound up or dissolved;
(i) The Corporation shall have the power to adopt and use a common seal or
stamp, or not use such seal or stamp and if one is used to alter the
same. The use of a seal or stamp by the Corporation on any corporate
documents is not necessary. The Corporation may use a seal or stamp,
if it desires, but such use or non-use shall not in any way affect the
legality of the document;
(j) The Corporation shall have the power to borrow money and contract
debts when necessary for the transaction of its business, or for the
exercise of its corporate rights, privileges or franchises, or for any
other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures and other obligations and
evidence of indebtedness, payable at a specified time or times, or
payable upon the happening of a specified event or events, whether
secure by mortgage, pledge or otherwise, or unsecured, for money
borrowed or in payment for property purchased, or acquired or for
another lawful object;
(k) The Corporation shall have the power to guarantee, purchase, hold,
sell, assign, transfer, mortgage, pledge or otherwise dispose of the
shares of the capital stock of, or any bonds, securities or evidence
of indebtedness created by any other corporation or corporations of
the State of Nevada, or any other state or government and, while the
owner of such stock, bonds, securities or evidence of indebtedness, to
exercise all the rights, powers and privileges of ownership, including
the right to vote, if any;
(l) The Corporation shall have the power to purchase, hold, sell and
transfer shares of its own capital stock and use therefore its
capital, capital surplus, surplus of other property or fund;
2
<PAGE> 4
(m) The Corporation shall have the power to conduct business, have one or
more offices and hold, purchase, mortgage and convey real and personal
property in the State of Nevada and in any of the several states,
territories, possessions and dependencies of the United States, the
District of Columbia and any foreign country;
(n) The Corporation shall have the power to do all and everything
necessary and proper for the accomplishment of the objects enumerated
in its articles of incorporation, or any amendments thereof, or
necessary or incidental to the protection and benefit of the
Corporation and, in general, to carry on any lawful business necessary
or incidental to the attainment of the purposes of the Corporation,
whether or not such business is similar in nature to the purpose set
forth in the articles of incorporation of the Corporation, or any
amendment thereof;
(o) The Corporation shall have the power to make donations for the public
welfare or for charitable, scientific or educational purposes;
(p) The Corporation shall have the power to enter partnerships, general or
limited, or joint ventures, in connection with any lawful activities.
FOURTH: Capital Stock
1. CLASSES AND NUMBER OF SHARES: The total number of shares of all classes of
stock, which the Corporation shall have authority to issue is Twenty Five
Million (25,000,000), consisting of Twenty Five Million (25,000,000) shares
of Common Stock, par value of $0.001 per share (the "Common Stock").
2. POWERS AND RIGHTS OF COMMON STOCK:
(a) PREEMPTIVE RIGHT. No Shareholders of the Corporation holding common
stock shall have any Preemptive or other right to subscribe for any
additional un-issued or treasury shares of stock or for other
securities of any kind convertible into stock or carrying stock
purchase warrants or privileges unless so authorized by the
Corporation;
(b) VOTING RIGHTS AND POWERS. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are
entitled to give consent, the holders of the outstanding shares of the
Common Stock shall be entitled to cast thereon one (1) vote in person
or by proxy for each share of the Common Stock standing in his name.
(c) DIVIDENDS AND DISTRIBUTIONS:
(i) CASH DIVIDENDS. Subject to the rights of holders of Preferred
Stock, holders of Common Stock shall be entitled to receive such
cash dividends as may be
3
<PAGE> 5
declared thereon by the Board of Directors from time to time out
of assets or funds of the Corporation legally available
therefore;
(ii) OTHER DIVIDENDS AND DISTRIBUTIONS. The Board of Directors may
issue shares of the Common Stock in the form of a distribution or
pursuant to a stock dividend or split up of the shares of the
Common Stock;
(iii) OTHER RIGHTS. Except as otherwise required by the Nevada
Revised Statutes and as may otherwise be provided in these
Articles of Incorporation, each share of the Common Stock shall
have identical powers, preferences and rights, including rights
in liquidation;
3. PREFERRED STOCK. The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock, or any
series thereof, shall be such as may be fixed, from time to time, by
the Board of Directors in its sole discretion, authority to do so
being hereby expressly vested in such Board.
4. ISSUANCE OF THE COMMON STOCK AND THE PREFERRED STOCK. The Board of
Directors of the Corporation may from time to time authorize by
resolution the issuance of any or all shares of the Common Stock and
the Preferred Stock herein authorized in accordance with the terms and
conditions set forth in these Articles of Incorporation for such
purposes, in such amounts, to such persons, corporations, or entities,
for such consideration and in the case of the Preferred Stock, in one
or more series, all as the Board of Directors in its discretion may
determine and without any vote or other action by the stockholders,
except as otherwise required by law. The Board of Directors, from time
to time, also may authorize, by resolution, options, warrants and
other rights convertible into Common or Preferred stock (collectively
"securities"). The securities must be issued for such consideration,
including cash, property, or services, as the Board of Directors may
deem appropriate, subject to the requirement that the value of such
consideration be no less than the par value of the shares issued. Any
shares issued for which the consideration so fixed has been paid or
delivered shall be fully paid stock and the holder of such shares
shall not be liable for any further call or assessment or any other
payment thereon, provided that the actual value of such consideration
is not less than the par value of the shares so issued. The Board of
Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock dividend or split-up
of the shares of the Common Stock only to the then holders of the
outstanding shares of the Common Stock.
5. CUMULATIVE VOTING. Except as otherwise required by applicable law,
there shall be no cumulative voting on any matter brought to a vote
of stockholders of the Corporation.
FIFTH: Adoption of Bylaws.
In the furtherance and not in limitation of the powers conferred by
statute and subject to Article Sixth hereof, the Board of Directors is
expressly authorized to adopt, repeal, rescind,
4
<PAGE> 6
alter or amend in any respect the Bylaws of the Corporation (the "Bylaws").
SIXTH: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the Bylaws may also be adopted, repealed,
rescinded, altered or amended in any respect by the stockholders of the
Corporation, but only by the affirmative vote of the holders of not less than
seventy-five percent (75%) of the voting power of all outstanding shares of
voting stock, regardless of class and voting together as a single voting class.
SEVENTH: Board of Directors.
The business and affairs of the Corporation shall be managed by and under the
direction of the Board of Directors. Except as may otherwise be provided
pursuant to Section 4 of Article Fourth hereof in connection with rights to
elect additional directors under specified circumstances, which may be granted
to the holders of any class or series of Preferred Stock, the exact number of
directors of the Corporation shall be determined from time to time by a Bylaw
or amendment thereto, providing that the number of directors shall not be
reduced to less than one (1) and no more than (9). The directors holding office
at the time of the filing of these Articles of Incorporation shall continue as
directors until the next annual meeting and/or until their successors are duly
chosen.
EIGHTH: Term of Board of Directors.
Except as otherwise required by applicable law, each director shall serve for a
term ending on the date of the third Annual Meeting of Stockholders of the
Corporation ( the "Annual Meeting") following the Annual Meeting at which such
director was elected. All directors, shall have equal standing. Notwithstanding
the foregoing provisions of the Article Eighth each director shall serve until
his successor is elected and qualified or until his death, resignation or
removal; no decrease in the authorized number of directors shall shorten the
term of any incumbent director; and additional directors elected pursuant to
Section 4 of Article Fourth hereof in connection with rights to elect such
additional directors under specified circumstance, which may be granted to the
holders of any class or series of Preferred Stock, shall not be included in any
class, but shall serve for such term or terms and pursuant to such other
Revisions as are specified in the resolution of the Board of Directors
establishing such class or series.
NINTH: Vacancies on Board of Directors.
Except as may otherwise be provided pursuant to Section 4 of Article Fourth
hereof in connection with rights to elect additional directors under specified
circumstances, which may be granted to the holders of any class or series of
Preferred Stock, newly Created directorships resulting from any increase in the
number of directors, or any vacancies on the Board of Directors resulting from
death, resignation removal or other causes, shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office even
though less than a
5
<PAGE> 7
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified or until
such director's death, resignation or removal, whichever first occurs.
TENTH: Removal of Directors.
Except as may otherwise be provided pursuant to Section 4 of Article Fourth
hereof in connection with rights to elect additional directors under specified
circumstances, which may be granted to the holders of any class or series of
Preferred Stock, any director may be removed from office only for cause and
only by the affirmative vote of the holders of not less than a majority of the
voting power of all outstanding shares of voting stock entitled to vote in
connection with the election of such director, provided, however, that where
such removal is approved by a majority of the Directors, the affirmative vote
of a majority of the voting power of all outstanding shares of voting stock
entitled to vote in connection with the election of such director shall be
required for approval of such removal. Failure of an incumbent director to be
nominated to serve an additional term of office shall not be deemed a removal
from office requiring any stockholder vote.
ELEVENTH: Stockholder Action.
Any action required or permitted to be taken by the stockholders of the
Corporation must be effective at a duly called Annual Meeting or at a special
meeting of stockholders of the Corporation, unless such action requiring or
permitting stockholder approval is approved by a majority of the Directors, in
which case such action may be authorized or taken by the written consent of the
holders of outstanding shares of Voting Stock having not less than the minimum
voting power that would be necessary to authorize or take such action at a
meeting of stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable law and these
Article's have been satisfied.
TWELFTH: Special Stockholder Meeting.
Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by a majority of the Board of Directors or
by the Chairman of the Board or the President. Special meetings may not be
called by any other person or persons. Each special meeting shall be held at
such date and time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
THIRTEENTH: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held within or without the
State of Nevada, as the Bylaws provide. The books of the Corporation may be
kept (subject to any provision of the Nevada Revised Statutes) outside the
State of Nevada at such place or places as may be designated from time to time
by the Board of Directors or in the Bylaws.
6
<PAGE> 8
FOURTEENTH: Private Property of Stockholders.
The private property of the stockholders shall not be subject to the payment of
corporate debts to any extent whatever and the stockholders shall not be
personally liable for the payment of the corporation's debts.
FIFTEENTH: Stockholder Appraisal Rights in Business Combinations.
To the maximum extent permissible under the Nevada Revised Statutes of the State
of Nevada, the stockholders of the Corporation shall be entitled to the
statutory appraisal rights provided therein, with respect to any Business
Combination involving the corporation and any stockholder (or any affiliate or
associate of any stockholder), which requires the affirmative vote of the
Corporation's stockholders.
SIXTEENTH: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind, alter or amend in
any respect any provision contained in these Articles of Incorporation in the
manner now or hereafter prescribed by applicable law and all rights conferred on
stockholders herein are granted subject to this reservation.
SEVENTEENTH: Term of Existence.
The Corporation is to have perpetual existence.
EIGHTEENTH: Liability of Directors.
No director of this Corporation shall have personal liability to the Corporation
or any of its stockholders for monetary damages for breach of fiduciary duty as
a director or officers involving any act or omission of any such director or
officer. The foregoing 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 not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
applicable Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes or, (v)
for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.
NINETEENTH: Name and Address of Incorporators.
7
<PAGE> 9
The name and address of the incorporators of the Corporation are:
E. Bernard, 2533 N. Carson Street, Carson City, Nevada 89706.
I, Marcella V. Parr, President of G.P. PROPERTIES, INC., do hereby swear
and affirm that the Restated Articles of incorporation as contained herein are
true and correct as adopted by a majority of shareholders on October 20, 1997.
Dated this 20th day of October, 1997.
BY: /s/ MARCELLA V. PARR
---------------------------
Marcella V. Parr, PRESIDENT
STATE OF NEVADA SS.
COUNTY OF CLARK
The undersigned Notary Public certified, deposes and states that Marcella
V. Parr personally appeared before me and executed the foregoing on behalf of
the Corporation as its President, this 20th day of October 1997.
(SEAL) /s/ DON W. PARR
----------------------------------------------
[NOTARY PUBLIC SEAL] Notary Public in and for said County and State
8
<PAGE> 10
FILED FILING FEE: $75.00 K.K.
IN THE OFFICE OF THE DONALD C. MOORE
SECRETARY OF STATE OF THE 11414 N.W. 16TH AVENUE
STATE OF NEVADA VANCOUVER, WASHINGTON 98685
JUL 06 1989
[ILLEGIBLE] SECRETARY OF STATE
/s/ [SIG]
No. 5916-89
---------------------------
ARTICLES OF INCORPORATION OF
G.P. PROPERTIES, INC.
ARTICLE I. NAME
The name of the corporation shall be:
G.P. PROPERTIES, INC.
ARTICLE II. PRINCIPAL OFFICE
The principal office and principal place of business of the corporation shall
be located in the State of Nevada, County of Carson City, City of Carson City
at the following address:
4263 Pheasant Drive
Carson City, Nevada 89701
ARTICLE III. NATURE OF BUSINESS
The nature of the business shall be to engage in any lawful activities under
the laws of the State of Nevada.
ARTICLE IV. DURATION
The duration of the corporation's life shall be perpetual.
ARTICLE V. STOCK
The total authorized capital stock of the corporation shall be One Million
(1,000,000) shares of Common Stock. $0.001 par value, which may fall into up to
Seven (7) classes.
ARTICLE VI. BOARD OF DIRECTORS
The Governing Board of the corporation shall be denominated the "Board of
Directors" thereof, and shall initially be composed of the following
individual(s), whom shall be denominated a "Director or Directors" of the
corporation, residing at the address listed herein:
Eugene P. Bernard 2430 S.W. Winchester Ave., Portland, Or. 97225
Clarice H. Bernard (same)
Donald Siviski RR-4, Box 1748, Wiscasset, Me. 04578
Deborah J. Siviski (same)
<PAGE> 11
ARTICLE VII. POWERS OF GOVERNING BOARD
The Governing Board of the corporation is specifically granted by these Articles
of incorporation all powers permitted to be vested in the Governing Board of the
corporation by the provisions of Nevada Revised Statutes 78-195, including, but
not limited to, the powers to fix and determine and designations, rights (with
respect to voting, redemption, sale, or otherwise), or other variations of each
class or series within each class of stock issued by the corporation; to issue
rights, options, or warrants to purchase shares of any class or series within
any class of the capital stock of the corporation at any time under any terms
and conditions deemed proper by said Governing Board; to fix dividends and to
determine their proper distribution (and order of distribution) among the
holders of the various classes of capital stock of the corporation; to require
the redemption of fractional shares of stock of any class or series and to issue
payment in cash for such fractional shares of stock of any class, or to permit a
holder of a fractional share to retain such interest; to permit conversion of
any class or series of stock into stock of any other class or series, with any
consideration deemed to be appropriate or with no consideration at all; to make
any share belonging to a Special or Preferred class or series of stock subject
to redemption at such times and prices, or issued in such series with such
designations, preferences, and relative, participating, optional, or other
special rights, or qualifications, limitations, or restrictions thereof, as
shall be determined by the Governing Board; to change the par value of the
shares of any class or series, so long as the change is accompanied by the
filing of appropriate amendments with Nevada and Carson City County authorities;
to change the form of Common stock voting for the Government Board from
non-cumulative, which shall be the form of voting at the outset, to cumulative;
to exchange shares of any class or series at any time for the shares, assets, or
business or any other corporation, or for the assets or business of any private
company however organized; to authorize and issue dividends at any time in any
form, including, but not limited to, warrants, options, or rights to purchase
shares of any class or series of stock as authorized by the Governing Board,
cash, shares of any class or series, or ownership (however denominated); in any
company or corporation "spun-off" by this corporation without regard to its
business purpose; to authorize acquisition of or merger with any business or
company, however organized, on any terms determined to be prudent by the
Governing Board; or, within the limitations or State and Federal law, to permit
or restrict the free-tradeability of the shares of any class or series of shares
at the time of the issuance thereof.
<PAGE> 12
ARTICLE VIII. NON-ASSESSABILITY FOR
CORPORATION DEBTS
After the amount of the subscription, price, the purchase price, or the par
value of the stock of any class or series is paid into the corporation, owners
or holders of shares of any stock in the corporation may never be assessed to
pay the debts of the corporation.
ARTICLE IX. INCORPORATOR AND
REGISTERED AGENT
The name and address of the incorporator and registered agent of this
corporation is as follows:
4263 Pheasant Drive
Carma Carlson Carson City, Nevada
89701
ARTICLE X. CORPORATE POWERS
The corporation wishes to assert all possible powers exercisable by it as a
corporation or as an individual under the laws of the State of Nevada,
including, but not limited to, any powers to create, define, limit, or regulate
in any permitted area; any powers to own, trademark, patent, or govern its own
business products or affairs; any powers to act in any business name under
which it may legally operate; and any powers to accrue automatically such
additional or new powers as may be prescribed by any Federal or State statute
which may be enacted now or in the future.
ARTICLE XI. LIABILITY OF DIRECTORS
As fully as possible under the laws of the State of Nevada as they now exist
and as they may from time to time by revised, the corporation intends that its
Directors be protected from legal action by stockholders or other persons
(natural or otherwise) on account of service as Directors of the corporation. A
Director shall not be liable for damages for actions of the corporation to
stockholders or to any other person (natural or otherwise) unless such director
engaged in personal fraud affecting such action or actions of the corporation
<PAGE> 13
IN WITNESS WHEREOF, the incorporator hereof does set their hand and seal this
23rd day of June, 1989.
/s/ CARMA CARLSON
- ------------------
Carma Carlson
STATE OF NEVADA )
)ss.
COUNTY OF CARSON )
CITY )
On this 23rd day of June, 1989, before me, the undersigned Notary Public,
personally appeared Carma Carlson to be known to be the individual described in
and who executed the foregoing instrument, and acknowledged that they executed
the same as their free act and deed.
(NOTARY SEAL) /s/ CEIL CARLSON
-------------------
NOTARY PUBLIC
RECEIVED
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(SECRETARY OF STATE)
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EXHIBIT 3.(ii)
TABLE OF CONTENTS
BY-LAWS
ARTICLE ONE - OFFICES
1.1 Registered Office.
1.2 Other Offices.
ARTICLE TWO - MEETINGS OF STOCKHOLDERS
2.1 Place.
2.2 Annual Meetings.
2.3 Special Meetings.
2.4 Notices of Meetings.
2.5 Purpose of Meetings.
2.6 Quorum.
2.7 Voting.
2.8 Share Voting.
2.9 Proxy.
2.10 Written Consent in Lieu of Meeting.
ARTICLE THREE - DIRECTORS
3.1 Powers.
3.2 Number of Directors.
3.3 Vacancies.
ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS
4.1 Place.
4.2 First Meeting.
4.3 Regular Meetings.
4.4 Special Meetings.
4.5 Notice.
4.6 Waiver.
4.7 Quorum.
4.8 Adjournment.
ARTICLE FIVE - COMMITTEES OF DIRECTORS
5.1 Power to Designate.
5.2 Regular Minutes.
5.3 Written Consent.
ARTICLE SIX - COMPENSATION OF DIRECTORS
6.1 Compensation.
ARTICLE SEVEN - NOTICES
7.1 Notice.
7.2 Consent.
7.3 Waiver of Notice.
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ARTICLE EIGHT - OFFICERS
8.1 Appointment of Officers.
8.2 Time of Appointment.
8.3 Additional Officers.
8.4 Salaries.
8.5 Vacancies.
8.6 Chairman of the Board.
8.7 Vice-Chairman.
8.8 President.
8.9 Vice-President.
8.10 Secretary.
8.11 Assistant Secretaries.
8.12 Treasurer.
8.13 Surety.
8.14 Assistant Treasurer.
ARTICLE NINE - CERTIFICATES OF STOCK
9.1 Share Certificates.
9.2 Transfer Agents.
9.3 Lost or Stolen Certificates.
9.4 Share Transfers.
9.5 Voting Shareholder.
9.6 Shareholders Record.
ARTICLE TEN - GENERAL PROVISIONS
10.1 Dividends.
10.2 Reserves.
10.3 Checks.
10.4 Fiscal Year.
10.5 Corporate Seal.
ARTICLE ELEVEN - INDEMNIFICATION
ARTICLE TWELVE - AMENDMENTS
12.1 By Shareholder.
12.2 By Board of Directors.
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BY-LAWS
OF
G. P. PROPERTIES, INC.
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A NEVADA CORPORATION
ARTICLE ONE
OFFICES
Section 1.1. Registered Office - The registered office of this
corporation shall be in the County of WASHOE, State of Nevada.
Section 1.2. Other Offices - The corporation may also have offices at
such other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the corporation
may require.
ARTICLE TWO
MEETINGS OF STOCKHOLDERS
Section 2.1. Place - All annual meetings of the stockholders shall be
held at the registered office of the corporation or at such other place within
or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting, or
in a duly executed waiver of notice thereof.
Section 2.2. Annual Meetings - Annual meetings of the stockholders,
commencing with the year 1990, shall be held on the 31st day of August each
year if not a legal holiday and, if a legal holiday, then on the next secular
day following, or at such other time as may be set by the Board of Directors
from time to time, at which the stockholders shall elect by vote a Board of
Directors and transact such other business as may properly be brought before
the meeting.
Section 2.3. Special Meetings - Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary by
resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting.
Section 2.4. Notices of Meetings - Notices of meetings shall be in
writing and signed by the President or a Vice-President or the Secretary or an
Assistant Secretary or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which the
meeting is called and the time and the place, which may be within or without
this State, where it is to be held. A copy of such notice shall be either
delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten nor
more than sixty days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the corporation
and upon such mailing of any such notice, the service thereof shall be complete
and the time of the notice shall being to run from the date upon which such
notice is deposited in the mail for transmission to such stockholder. Personal
delivery of any such notice to any officer of a corporation or
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association or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. In the event of the
transfer of stock after delivery of such notice of and prior to the holding of
the meeting it shall not be necessary to deliver or mail notice of the meeting
to the transferee.
Section 2.5. Purpose of Meetings - Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.6. Quorum - The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. 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.
Section 2.7. Voting - When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall be sufficient to elect directors
or to decide any questions brought before such meeting, unless the question is
one upon which by express provision of the statues or of the Articles of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.
Section 2.8. Share Voting - Each stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for each share of
stock standing in his name on the books of the corporation. Upon the demand of
any stockholder, the vote for directors and the vote upon any question before
the meeting shall be by ballot.
Section 2.9. Proxy - At any meeting of the stockholders any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the stockholders
unless it shall have been filed with the secretary of the meeting when required
by the inspectors of election. All questions regarding the qualification of
voters, the validity of proxies and the acceptance or rejection of votes shall
be decided by the inspectors of election who shall be appointed by the Board of
Directors, or if not so appointed, then by the presiding officer of the meeting.
Section 2.10. Written Consent in Lieu of Meeting - Any action which may be
taken by the vote of the stockholders at a meeting may be taken without a
meeting if authorized by the written consent of stockholders holding at least a
majority of the voting power, unless the provisions of the statutes or of the
Articles of Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written consents
shall be required.
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ARTICLE THREE
DIRECTORS
Section 3.1. Powers - The business of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.
Section 3.2. Number of Directors - The number of directors which shall
constitute the whole board shall be ___one___(_1_). The number of directors may
from time to time be increased or decreased to not less than one nor more than
fifteen by action of the Board of Directors. The directors shall be elected at
the annual meeting of the stockholders and except as provided in Section 2 of
this Article, each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 3.3. Vacancies - Vacancies in the Board of Directors including
those caused by an increase in the number of directors, may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual or a special meeting of the stockholders. The
holders of a two-thirds of the outstanding shares of stock entitled to vote may
at any time peremptorily terminate the term of office of all or any of the
directors by vote at a meeting called for such purpose or by a written statement
filed with the secretary or, in his absence, with any other officer. Such
removal shall be effective immediately, even if successors are not elected
simultaneously and the vacancies on the Board of Directors resulting therefrom
shall be filled only the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to exist
in case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders at which any director or directors
are elected to elect the full authorized number of directors to be voted for at
that meeting.
The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
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ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1. Place - Regular meetings of the Board of Directors shall be
held at any place within or without the State which has been designated from
time to time by resolution of the Board or by written consent of all members of
the Board. In the absence of such designation regular meetings shall be held at
the registered office of the corporation. Special meetings of the Board may be
held either at a place so designated or at the registered office.
Section 4.2. First Meeting - The first meeting of each newly elected
Board of Directors shall be held immediately following the adjournment of the
meeting of stockholders and at the place thereof. No notice of such meeting
shall be necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event such meeting is not so held, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.
Section 4.3. Regular Meetings - Regular meetings of the Board of
Directors may be held without call or notice at such time and at such place as
shall from time to time be fixed and determined by the Board of Directors.
Section 4.4. Special Meetings - Special Meetings of the Board of
Directors may be called by the Chairman or the President or by any
Vice-President or by any two directors.
Written notice of the time and place of special meetings shall be delivered
personally to each director, or sent to each director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as
it is shown upon the records or if not readily ascertainable, at the place in
which the meetings of the directors are regularly held. In case such notice is
mailed or telegraphed, it shall be deposited in the United States mail or
delivered to the telegraph company at least forty-eight (48) hours prior to the
time of the holding of the meeting. In case such notice is delivered as above
provided, it shall be so delivered at least twenty-four (24) hours prior to the
time of the holding of the meeting. Such mailing, telegraphing or delivery as
above provided shall be due, legal and personal notice to such director.
Section 4.5. Notice - Notice of the time and place of holding an
adjourned meeting need not be given to the absent directors if the time and
place be fixed at the meeting adjourned.
Section 4.6. Waiver - The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Section 4.4. Quorum - A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors, unless a
greater number be required by law or by the Articles
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of Incorporation. Any action of a majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the other
members of the Board shall be as valid and effective in all respects as if
passed by the Board in regular meeting.
Section 4.8. Adjournment - A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour; provided, however that
in the absence of a quorum, a majority of the directors present at any directors
meeting, either regular or special, may adjourn from time to time until the time
fixed for the next regular meeting of the Board.
ARTICLE FIVE
COMMITTEES OF DIRECTORS
Section 5.1. Power to Designate - The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees of
the Board of Directors, each committee to consist of one or more of the
directors of the corporation which, to the extent provided in the resolution,
shall have and may exercise the power of the Board of Directors in the
management of the business and affairs of the corporation and may have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.
Section 5.2. Regular Minutes - The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors.
Section 5.3. Written Consent - Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all members of
the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.
ARTICLE SIX
COMPENSATION OF DIRECTORS
Section 6.1. Compensation - The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
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ARTICLE SEVEN
NOTICES
Section 7.1. Notice - Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 7.2. Consent - Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by a writing on
the records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of
notice is made at the time, and if any meeting be irregular for want of notice
or of such consent, provided a quorum was present at such meeting, the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meeting: and such consent or approval
of stockholders may be by proxy or attorney, but all such proxies and powers of
attorney must be in writing.
Section 7.3. Waiver of Notice - Whenever any notice whatever is required
to be given under the provisions of the statutes, of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE EIGHT
OFFICERS
Section 8.1. Appointment of Officers - The officers of the corporation
shall be chosen by the Board of Directors and shall be a President, a Secretary
and a Treasurer. Any person may hold two or more offices.
Section 8.2. Time of Appointment - The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a Chairman of
the Board who shall be a director, and shall choose a President, a Secretary
and a Treasurer, none of whom need be directors.
Section 8.3. Additional Officers - The Board of Directors may appoint a
Vice-Chairman of the Board, Vice-Presidents and one or more Assistant
Secretaries and Assistant Treasurers and such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time
to time by the Board of Directors.
Section 8.4. Salaries - The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.
Section 8.5. Vacancies - The officers of the corporation shall hold
office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of
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Directors may be removed at any time by the Board of Directors. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 8.6. Chairman of the Board - The Chairman of the Board shall
preside at meetings of the stockholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.
Section 8.7. Vice-Chairman - The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.
Section 8.8. President - The President shall be the chief executive
officer of the corporation and shall have active management of the business of
the corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation.
Section 8.9. Vice-President - The Vice-President shall act under the
direction of the President and in the absence or disability of the President
shall perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board of Directors may
designate one or more Executive Vice-Presidents or may otherwise specify the
order of seniority of the Vice-Presidents. The duties and powers of the
President shall descend to the Vice-Presidents in such specified order of
seniority.
Section 8.10. Secretary - The Secretary shall act under the direction of
the President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of
Directors.
Section 8.11. Assistant Secretaries - The Assistant Secretaries shall act
under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
Section 8.12. Treasurer - The Treasurer shall act under the direction of
the President. Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
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Section 8.13. Surety - If required by the Board of Directors, he shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.
Section 8.14. Assistant Treasurer - The Assistant Treasurer in the order
of their seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.
ARTICLE NINE
CERTIFICATES OF STOCK
Section 9.1. Share Certificates - Every stockholder shall be entitled to
have a certificate signed by the President or a Vice-President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation, certifying the number of shares owned by him in the
corporation. If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of
the various classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights, shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such stock.
Section 9.2. Transfer Agents - If a certificate is signed (a) by a
transfer agent other than the corporation or its employees or (b) by a
registrar other than the corporation or its employees, the signatures of the
officers of the corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
cease to be such officer before such certificate is issued, such certificate
may be issued with the same effect as though the person had not ceased to be
such officer. The seal of the corporation, or a facsimile thereof, may, but
need not be, affixed to certificates of stock.
Section 9.3. Lost or Stolen Certificates - The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or destroyed.
Section 9.4. Share Transfers - 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 , if it is satisfied that all
provisions of the laws and regulations applicable to the corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
<PAGE> 11
Section 9.5. Voting Shareholder - The Board of Directors may fix in
advance a date not exceeding sixty (60) days nor less than ten (10) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for any purpose,
as a record date for the determination of the stockholders entitled to notice
of and to vote at any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to give such consent, and in such
case, such stockholders, and only such stockholders as shall be stockholder of
record on the date so fixed, shall be entitled to notice of and to vote at such
meeting, or any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date fixed as aforesaid.
Section 9.6. Shareholders Record - The corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and dividends, and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as other wise
provided by the laws of Nevada.
ARTICLE TEN
GENERAL PROVISIONS
Section 10.1. Dividends - Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of the capital stock, subject to the provisions of the Articles of
Incorporation.
Section 10.2. Reserves - Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends or for repairing or maintaining any property of the corporation or
for such other purpose as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
Section 10.3. Checks - All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 10.4. Fiscal Year - The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
Section 10.5. Corporate Seal - The corporation may or may not have a
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the Corporation and the words "Corporate Seals" and
"Nevada". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
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ARTICLE ELEVEN
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the General Corporation Law of the State of Nevada from time
to time against all expenses, liability and loss (including attorneys' fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. The expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. Such right of indemnification
shall be a contract right which may be enforced in any manner desired by such
person. Such right of indemnification shall not be exclusive of any other right
which such directors, officers or representatives may have or hereafter acquire
and, without limiting the generality of such statement, they shall be entitled
to their respective rights of indemnification under any bylaw, agreement, vote
of stockholders, provision of law or otherwise, as well as their rights under
this Article.
The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may from time to time adopt further Bylaws with
respect to indemnification and amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.
<PAGE> 13
ARTICLE TWELVE
AMENDMENTS
Section 12.1. By Shareholder - The Bylaws may be amended by a majority vote
of all the stock issued and outstanding and entitled to vote at any annual or
special meeting of the stockholders, provided notice of intention to amend shall
have been contained in the notice of meeting.
Section 12.2. By Board of Directors - The Board of Directors by a majority
vote of the whole Board at any meeting may amend these Bylaws, including Bylaws
adopted by the stockholders, but the stockholders may from time to time specify
particular provisions of the Bylaws which shall not be amended by the Board of
Directors.
APPROVED AND ADOPTED this 31st day of August, 1990.
/s/ [SIG]
----------------------
Secretary
<PAGE> 14
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of GP Properties, and that the
foregoing Bylaws, consisting of 11 pages, constitute the code of Bylaws of GP
Properties, as duly adopted at a regular meeting of the Board of Directors of
the corporation held August 31, 1990.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 31st day of
August, 1990.
/s/ [SIG]
------------------------
Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR PERIOD ENDING NOVEMBER 30, 1998, AND FOR YEARS' ENDING
JUNE 30, 1998 AND JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH G.P. PROPERTIES, INC.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> OTHER YEAR YEAR
<FISCAL-YEAR-END> JUN-30-1999 JUN-30-1998 JUN-30-1997
<PERIOD-START> JUL-01-1998 JUL-01-1997 JUL-01-1996
<PERIOD-END> NOV-30-1998 JUN-30-1998 JUN-30-1997
<CASH> 3,885 3,900 3,900
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 3,885 3,900 3,900
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 3,885 3,900 3,900
<CURRENT-LIABILITIES> 0 0 0
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 10,755 10,755 239
<OTHER-SE> (6,555) (6,555) 3,961
<TOTAL-LIABILITY-AND-EQUITY> 3,885 3,900 3,900
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 0 0
<OTHER-EXPENSES> 15 0 315
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (15) 0 (315)
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (15) 0 (315)
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (15) 0 (315)
<EPS-PRIMARY> (0.00) 0.00 0.00
<EPS-DILUTED> (0.00) 0.00 0.00
</TABLE>
