UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Prime Equipment, Inc.
(Name of Small Business Issuer in its charter)
Nevada 88-0412653
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification
number)
Vegas Commerce Center 1350 E. Flamingo Rd.
Suite 688 Las Vegas, NV 89119
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (702) 595-4951
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: n/a
Name of exchange on which each class is to be registered: n/a
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
<PAGE> 1
TABLE OF CONTENTS
Page No.
Part I
Item 1. Description of Business 3
Item 2. Management's Discussion and Analysis 5
Item 3. Description of Property 8
Item 4. Security Ownership of Certain
Beneficial Owners and Management 8
Item 5. Directors, Executive Officers,
Promoters and Control Persons 8
Item 6. Executive Compensation 9
Item 7. Certain Relationships and Related
Transactions 9
Item 8. Description of Securities 9
Part II
Item 1. Market for Common Equity and Related
Stockholder Matters 10
Item 2. Legal Proceedings 10
Item 3. Changes In and Disagreements with
Accountants 11
Item 4. Recent Sales of Unregistered
Securities 11
Item 5. Indemnification of Directors and
Officers 11
Part F/S 12
Part III
Item 1. Index to Exhibits 29
Item 2. Description of Exhibits 29
Signatures 29
<PAGE> 2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
- -------
Prime Equipment, Inc., (the "Issuer" or "Company") was
incorporated under the laws of the State of Nevada on December
18, 1998. The Company has no subsidiaries and no affiliated
companies.
The Company is a development stage company, which does not
currently have supply contracts and, therefore, does not have
revenues from operations for the last two fiscal years.
Business of Issuer
- ------------------
The Company is engaged in the rental equipment business.
The Company intends to lease a suitable office/warehouse/storage
facility for storage and maintenance of the rental equipment.
The Company's competition varies among its business lines.
Competition in these products and services is primarily centered
on quality, price, brand name equipment and service, with a
strong focus on service. In order for the Company to be
competitive in these marketplaces, the Company must effectively
maintain and promote the quality of its services and its products
among consumers and establish strong marketing relationships with
manufacturers and distributors of the rental equipment. While the
Company believes that it will compete effectively, the Company
competes with a number of business which have substantially
greater resources than the Company and many of which have well
recognized brand name contracts and broader and more established
distribution networks. The Company anticipates being able to
utilize its smaller size to attract those seeking more
personalized service and to maintain its ability to adapt with
technological changes over the Internet and in the marketplace.
Further, the Company expects to utilize the Internet to further
attract customers via various search engines upon completion of
various web pages.
Planned Business
- ----------------
The company plans to engage in the rental equipment business
starting in Las Vegas, Nevada. Las Vegas and environs are the
fastest growing areas in the Nation. This growth should provide
the company with business as long as it remains competitive.
<PAGE> 3
Website and E-Commerce
- ----------------------
The company is considering the use of a web page. At this
time, however, no web address has been registered or reserved.
Marketing
- ---------
The Company intends to acquire and market competitive rental
equipment to contractors and the general public. The Company
intends to initially rely on newspaper advertisements and later
on e-commerce to implement the Company's marketing objectives.
The Company also intends to utilize direct mailing, and e-mail to
contact manufacturers and retailers of prospective rental
equipment.
The Company's marketing and licensing strategy is to (i)
establish and expand a clientele: (ii) expand the number of
advertisements; and, (iii) acquire or establish relationships
with major manufacturers, businesses, companies, properties or
technologies.
The Company will purchase most of its inventory from
existing manufacturers principally in North America and Asia. To
date, no contracts have been executed and the Company does not
anticipate entering into any contracts due to lack of funding.
Upon funding, letters of credit may be sought.
The need for rental equipment increases with the need for
housing and the increasing population. The Company does not
anticipate being dependent on one major or a few major customers.
The Company intends to supply to major general contractors as
well as other construction professionals. However, at this time,
the Company does not have any contracts with any such
organizations. Also, management of the Company expects that the
proliferation of web pages throughout various search engines on
the Internet will attract customers. However, there is no
guarantee that the Company's web-site, when completed, will have
a positive impact on the Company's business.
As of the date of this Registration Statement, the Company
has one full time employee, who to this date has not entered into
an employment arrangement with the Company. The Company's
president, Giovanni Iachelli, works full-time for the Company.
The Company has no collective bargaining agreements covering any
of its employees, has not experienced any material labor
disruption and is unaware of any efforts or plans to organize its
employees. The Company considers relations with its employee to
be good.
<PAGE> 4
The Company has no intellectual property rights.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statements
- --------------------------
This Registration Statement on Form 10-SB contains forward-
looking statements. Such statements consist of any statement
other than a recitation of historical facts and can be identified
by words such as "may," "expect," "anticipate," "estimate,"
"hopes," "believes," "continue," "intends," "seeks,"
"contemplates," "suggests," "envisions" or the negative thereof
or other variations thereon or comparable terminology. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, including but not limited to: those risks
associated with economic conditions generally and the economy in
those areas where the Company has or expects to have assets and
operations, including, but not restricted to Nevada and
eventually other jurisdictions; competitive and other factors
affecting the Company's operations, markets, products and
services; those risks associated with the ability to obtain
medical supply contracts and the funding of the Company and other
costs associated with the Company's marketing strategies; those
risks associated with the Company's ability to successfully
negotiate with certain business owners; those risks relating to
estimated contract costs, estimated losses on uncompleted
contracts and estimates regarding the percentage of completion of
contracts, risks relating to the ability of Company to raise the
funds necessary to operate and develop business, and risks
relating to changes in interest rates and in the availability,
cost and terms of financing; risks related to the performance of
financial markets; risks related to changes in domestic and
foreign laws, regulations and taxes; risks related to changes in
business strategy or development plans; risks related to any
possible future lawsuits against the Company and the associated
costs, and risks associated with future profitability. Many of
these factors are beyond the Company's control. Actual results
could differ materially from these forward-looking statements.
In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in this
registration statement on Form 10-SB will, in fact, occur.
The Company's actual results may differ materially as a result
of certain factors, including those set forth in this Form 10-SB.
Potential investors should consider carefully the previously
stated factors, as well as the more detailed information
contained elsewhere in this Form 10-SB, before making a decision
to invest in the common stock of the Company.
<PAGE> 5
The following is a discussion of the financial condition and
results of operations of the Company as of the date of this
Registration Statement. This discussion and analysis should be
read in conjunction with the accompanying audited Financial
Statements of the Company including the Notes thereto which are
included elsewhere in this Form 10-SB and the notice regarding
forward-looking statements.
PLAN OF OPERATION
The Company plans to engage in the rental equipment
business. Additional funding through private placement will be
necessary to enable the Company to lease a suitable office
warehouse facility in Las Vegas and to enable the Company to
complete its Web Page and to secure contracts with suppliers
and users.
The need for rental equipment increases with the need to
provide housing for the increasing population.
The Company intends to raise adequate funds from interested
local parties to provide adequate working capital of up to
$2,250,000 for the next 12 months. This will be used to develop
Internet business, pay professionals and for advertising in the
Yellow Pages and media and purchase the rental equipment. No
product research or development is considered necessary; no plant
is required, nor is there expected to be a drastic change in the
number of employees over the next 12 months.
Revenue
- -------
The Company has not received revenues from operations during
the two-year period preceding the filing of this form. The
Company has not yet achieved any revenue from operations to date.
Since the Company is still in the development stage its expenses
were nominal.
Liquidity
- ---------
The Company will have to raise additional capital in the
next twelve months. As of December 31, 1998, the Company had
nominal working capital and results. In order to satisfy the
liquidity needs of the Company for the following twelve months,
the Company will be primarily dependent upon proceeds from the
sale of the Company's common and/or preferred stock and possible
future cash flow from operations. Since the Company is in its
<PAGE> 6
development stage and has not entered into any contracts,
attracted clientele or otherwise engaged in any activity that
would generate revenue at this time, the Company does not
currently have the revenue necessary to fund future operations of
the Company. If the Company is unable to obtain adequate funds
from the sale of its stock in public offerings, private
placements, or alternative financing arrangements, it may be
necessary to postpone the planned business of the Company or the
Company's ability to obtain Letters of Credit. The Company, under
such circumstances, would resort to using cash flow for internal
growth.
The Company has issued shares of its Common Stock from time
to time in the past to satisfy certain obligations and expects in
the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the
capital stock of the Company. If operations and cash flow can be
improved through these efforts, management believes that the
Company's liquidity problems will be resolved and that the
Company can continue to operate. However, no assurance can be
given that management's actions will result in profitable
operations.
The plan of the Company is to raise more financing as soon
as the Company's shares are approved for trading to enable the
Company to enter into purchase and supply contracts. An overall
budget of $2,250,000 for the first year should achieve the
Company's goals. The Company does not anticipate that there will
be a need to drastically increase the number of employees over
the next twelve months.
Potential Uncertainties
- -----------------------
As the Company expects eventually to obtain equipment from
overseas manufacturers and such expenditures are generated in
foreign currencies, fluctuations in the value of currencies
relative to the United States dollar could adversely affect the
Company's profitability. Royalty payments, if any, paid by the
Company relating to foreign licensing arrangements would be
converted to U.S. dollars based on the exchange rate at the time
of payment.
Year 2000 Compliance
- --------------------
BACKGROUND. Some computers, software and other equipment
include programming code in which calendar year data is
abbreviated to only two digits. As a result of this design
decision, some of these systems could fail to operate or fail to
produce correct results if "00" is interpreted to mean 1900,
rather then 2000.
<PAGE> 7
ASSESSMENT. All of the Company's equipment (small office
electronics, computers, printers and copiers) are 100% Y2K
compliant and fully functional at this time. Therefore,
management does not anticipate any negative impact of the
continuation of the Year 2000.
ITEM 3. DESCRIPTION OF PROPERTY
The Company's principal executive and administrative offices
are temporarily located at 2906 West Broadway, Suite 241,
Vancouver, BC V6K 2G8 Canada, which is provided by the president
at no charge to the company. During the development stage the
Company has a mailing address in Las Vegas, at Vegas Commerce
Center, 1350 E. Flamingo Rd., Suite 688, Las Vegas, NV 89119. The
Company has no leases to date. The above office arrangement will
remain until the Company has adequate financing to develop its
business. The company considers its current office arrangement to
be adequate for its current needs until financing is available.
The Company does not own or lease any other real estate.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of December 31, 1999, the Company's sole officer and
director did not own any securities or the right to acquire any
securities of the Company. Further, as of December 31, 1999,
management of the Company is not aware of any person or group who
owns 5% or more of the securities of the Company.
CHANGES IN CONTROL
The Company has no arrangements which might result in a
change in control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
The following table sets forth the sole director and
executive officer of the Company, his age, and all positions held
with the Company.
Name Age Positions
- ---------------------------------------------------------------
Giovanni Iachelli 52 President, Secretary,
Treasurer and Sole Director
<PAGE> 8
Mr. Iachelli has been the President, Sole Officer and
Director of the Company since January 1st 2000. Mr. Iachelli is a
civil engineer and has been involved in huge construction
contracts in the Middle East and telecommunications both in
Europe and North America. From 1998-1999, he was the Merger and
Acquisition Manager, Italian Market for Primus Telecom Corp UK,
in London. From 1995 to 1998, he was President of North American
Telephone Company in Vancouver. Mr. Iachelli held the position of
Development Manager for Italian Market for UGN, Inc. in Carlson,
CA from 1990 to 1995. From 1980 to 1990, he was Vice President of
Export & Marketing in the Food & Wine sector of EAGLE sas in
Vancouver.
ITEM 6. EXECUTIVE COMPENSATION
There has been no executive compensation in any form to date
due to the lack of working capital in the company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no material transactions in the past two
years or proposed transactions to which the Company has been or
is proposed to be a party in which any officer, director, nominee
for officer or director, or security holder of more than 5% of
the Company's outstanding securities (of which there are none) is
involved.
The Company has no promoters other than its sole executive
officer and director. There have been no transactions which
have benefited or will benefit its sole executive officer and
director either directly or indirectly.
ITEM 8. DESCRIPTION OF SECURITIES
Common Stock
The Company has 74,000,000 authorized shares of Common
Stock, $.001 par value per share, of which 4,021,000 shares were
issued and outstanding as of December 31, 1999. Holders of the
Common Stock are entitled to one vote per share with respect to
all matters that are required by law to be submitted to a vote of
shareholders. Holders of the Common Stock are not entitled to
cumulative voting. The Common Stock has no redemption, preemptive
or sinking fund rights.
To date, the Company has not paid any dividends on its
common stock. The payment of dividends, if any, in the future is
within the discretion of the Board of Directors and will depend
upon the Company's earnings, its capital requirements and
<PAGE> 9
financial condition, and other relevant factors. There are no
provisions in the Company's articles of incorporation or by-laws
that prevent or restrict the payment of dividends. Dividend
payments, if any, would be subject to the provisions of the
Nevada Revised Statutes as well.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company is voluntarily filing this Registration
Statement on Form 10-SB to obtain listing on the OTC Bulletin
Board, which requires all listed companies to be registered with
the SEC under Section 13 or 15(d) of the Securities Exchange Act
of 1934 and to be current in its required filings once so
registered.
The Company has no public trading market for its common
stock. Although the Company intends to seek a quotation for its
common shares on the Over-the-Counter Bulletin Board in the
future, there is no assurance the Company will do so, nor is
there any assurance that should the Company succeed in obtaining
a listing for its securities on the OTC Bulletin Board or on some
other exchange, that a trading market for the Company's stock
will develop. There are no outstanding options, warrants to
purchase, or securities convertible into common equity of the
Company outstanding. The Company has not agreed to register any
shares of its common stock for any shareholder. There are
presently 4,021,000 shares of common stock which were issued as
follows: 100,000 shares of common stock for cash subject to Rule
144 in December 1998; 100,000 issued pursuant to Regulation D,
Rule 504 on March 1999, 3,800,000 following a 20 for 1 forward
split in October of 1999, and further the following stock was
issued pursuant to Rule 144 by private placements in November of
1999 1,000 shares and in December of 1999 20,000 shares.
STOCKHOLDERS
The are 50 shareholders of record for the Company's common.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened. The Company's
sole officer and director is not an adverse party to the
Company nor does he have a material interest adverse to the
Company.
<PAGE> 10
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in accountants or disagreements
on accounting and financial disclosure matters.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In December of 1998, the Company issued 100,000 shares of
Common Stock for cash proceeds of $100 in a private transaction,
pursuant to an exemption from registration under Section 4(2) of
the Securities Act of 1933.
In February of 1999, the Company issued 100,000 shares of
Common Stock for cash proceeds of $10,000 pursuant to Regulation
D, Rule 504.
In October of 1999 the Company approved a forward stock
split of 20 shares for each existing share, creating 3,800,000
common shares.
In November of 1999, the Company issued 1,000 shares of
Common Stock for cash proceeds of $1,000 in a private
transaction, pursuant to an exemption from registration under
Section 4(2) of the Securities Act of 1933.
In December of 1999, the Company issued 20,000 shares of
Common Stock for cash proceeds of $20,000 in a private
transaction, pursuant to an exemption from registration under
Section 4(2) of the Securities Act of 1933.
Except for the Regulation D, Rule 504 offering in February
of 1999, all of the above issuance of securities were issued in
reliance on Section 4(2) of the Securities Act of 1933, which
provides an exemption from registration for transactions not
involving any public offering.
ITEM 5. INDEMNIFICATION 0F DIRECTORS AND OFFICERS
The Company's Bylaws provide that the Company will indemnify
its directors and executive officers and may indemnify its other
officers, employees and agents to the fullest extent permitted by
Nevada law. The Company is also empowered under its Bylaws to
enter into indemnification agreements with its directors and
officers and to purchase insurance on behalf of any person it is
required or permitted to indemnify.
<PAGE> 11
In addition, the Company's Articles provide that the
Company's directors will not be personally liable to the Company
or any of its stockholders for damages for breach of the
director's fiduciary duty as a director or officer involving any
act or omission of any such director or officer. Each director
will continue to be subject to liability for breach of the
director's fiduciary duties to the Company for acts or omissions
that involve intentional misconduct, fraud or a knowing violation
of law, or the payment of dividends in violation of Nevada
corporate law. This provision also does not affect a director's
responsibilities under any other laws, such as the federal
securities laws.
PART F/S
Financial Statements
- --------------------
The following financial statements are filed in this Part F/S of
this Form 10-SB:
1. Audited Financial Statements for the year ended
December 31, 1999
2. Audited Financial Statements for the year ended
December 31, 1998.
<PAGE> 12
PRIME EQUIPMENT CORP.
(FORMERLY PRIME EQUIPMENT CORP.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE> 13
TABLE OF CONTENTS
Page Number
INDEPENDENT ACCOUNTANT'S REPORT........................ 1
FINANCIAL STATEMENT:
Balance Sheet..................................... 2
Statement of Operations and Deficit
Accumulated During the Development Stage......... 3
Statement of Changes in Stockholders' Equity...... 4
Statement of Cash Flows........................... 5
Notes to the Financial Statements................. 6
<PAGE> 14
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
of Prime Equipment, Inc.
(Formerly Prime Equipment Corp.)
Las Vegas, Nevada
I have audited the accompanying balance sheets of Prime
Equipment, Inc. (a development stage company) as of December 31,
1999 and December 31, 1998 and the related statements of
operations, cash flows and changes in stockholders' equity for
the period from December 18, 1998 (date of inception) to December
31, 1999. These financial statements are the responsibility of
Prime Equipment, Inc.'s management. My responsibility is to
express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements
present fairly, in all material respects, the financial position
of Prime Equipment, Inc. as of December 31, 1999 and the results
of operations, cash flows and changes in stockholders' equity for
the year then ended as well as the cumulative period from
December 18, 1998 conformity with generally accepted accounting
principles.
/s/ DAVID COFFEY
David Coffey C.P.A.
Las Vegas, Nevada
January 6, 2000
<PAGE> 15
PRIME EQUIPMENT, INC.
(FORMERLY PRIME EQUIPMENT CORP.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DEC. 31, DEC. 31,
1999 1998
---------- ----------
ASSETS
Cash $ 20,041 $ 100
Loan receivable 10,000 0
Interest receivable 617 0
---------- ----------
Total Assets $ 30,658 $ 100
========== ==========
LIABILITIES & STOCKHOLDERS'
EQUITY
Accounts payable $ 29,800 $ 400
---------- ----------
Total Liabilities 29,800 400
Stockholders' Equity
Common stock, authorized
74,000,000 shares
at $.001 par value, issued
and outstanding 4,021,000
and 100,000 shares
respectfully 4,021 100
Additional paid-in capital 21,329 0
Deficit accumulted during the
development stage (24,492) (400)
---------- ----------
Total Stockholders' Equity 858 (300)
Total Liabilities and
Stockholders' Equity $ 30,658 $ 100
========== ==========
The accompanying notes are an integral part of these financial
statements.
-2-
<PAGE> 16
PRIME EQUIPMENT, INC.
(FORMERLY PRIME EQUIPMENT CORP.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEAR ENDED December 31, 1999
(With Cumulative Figures From Inception)
From Inception,
January 1, 1999 Dec. 18, 1998
To Dec. 31, 1999 To Dec. 31, 1999
----------------- -----------------
Interest $ 617 $ 617
Expenses
Consulting 23,650 23,650
Office expenses 59 59
Organizational expense 0 400
Professional fees 1,000 1,000
------------- -------------
Total expenses 24,709 25,109
Net loss (24,092) $ (24,492)
=============
Retained earnings,
beginning of period (400)
-------------
Deficit accumulated
during the development
stage $ (24,492)
=============
Earnings (loss) per share
assuming dilution:
Net loss $ (.00) $ (.01)
============= =============
Weighted average shares
outstanding 3,668,500 3,540,150
============= =============
The accompanying notes are an integral part of these financial
statements.
-3-
<PAGE> 17
PRIME EQUIPMENT, INC.
(FORMERLY PRIME EQUIPMENT CORP.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM December 18, 1998 (Date of Inception)
To December 31, 1999
Additional
Common Stock Paid-in
Shares Amount Capital Total
----------- ---------- --------- -----------
Balance,
December 18, 1998 --- $ --- $ --- $ ---
Issuance of common
stock for cash
December of 1998 100,000 100 0 100
Less net loss 0 0 0 (400)
----------- ---------- --------- -----------
Balance,
December 31, 1998 100,000 100 0 (300)
Issuance of common
stock for cash
March of 1999 100,000 100 9,900 10,000
Stock split 20 to 1
October of 1999 3,800,000 3,800 (3,800) 0
November of 1999 1,000 1 999 1,000
December of 1999 20,000 20 19,980 20,000
Less offering costs 0 0 (5,750) (5,750)
Less net loss 0 0 0 (24,092)
----------- ---------- --------- -----------
Balance,
December 31, 1999 4,021,000 $ 4,021 21,329 $ 858
=========== ========== ========= ===========
The accompanying notes are an integral part of these financial
statements.
-4-
<PAGE> 18
PRIME EQUIPMENT, INC.
(FORMERLY PRIME EQUIPMENT CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED December 31, 1999
(With Cumulative Figures From Inception)
From Inception,
January 1, 1999 Dec. 18, 1998
To Dec. 31, 1999 To Dec. 31, 1999
----------------- -----------------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (24,092) $ (24,492)
Adjustments to reconcile
net loss to cash used
by operating activity
Loan receivable (10,000) (10,000)
Interest receivable (617) (617)
Accounts payable 29,400 29,800
------------- -------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (5,309) (5,309)
CASH FLOWS USED BY
INVESTING ACTIVITIES
NET CASH USED BY
INVESTING ACTIVITIES 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock 121 221
Paid-in capital 30,879 30,879
Less offering costs (5,750) (5,750)
------------- -------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 25,250 25,350
NET INCREASE IN CASH 19,941 $ 20,041
=============
CASH AT BEGINNING OF PERIOD 100
-------------
CASH AT END OF
PERIOD $ 20,041
=============
The accompanying notes are an integral part of these financial
statements.
-5-
<PAGE> 19
PRIME EQUIPMENT, INC.
(FORMERLY PRIME EQUIPMENT CORP.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1999
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on December 18, 1998 under
the laws of the state of Nevada. The business purpose of
the Company is to start a chain of equipment rental
services.
The Company will adopt accounting policies and procedures
based upon the nature of future transactions.
NOTE B SALE OF COMMON STOCK
In March of 1999, the Company completed the sale of
100,000 shares of its common stock at $.10 per share or
$10,000, 1,000 shares of its common stock at $1.00 per
share in November of 1999 and 20,000 shares of the common
stock at $1.00 in December of 1999.
NOTE C NAME CHANGE AND INCREASE IN AUTHORIZED CAPITAL
On October 28th, 1999, the Company changed its name from
"Prime Equipment Corp." to "Prime Equipment, Inc." and
increased its authorized capital stock to 74,000,000
shares of $.001 per share par value from 50,000,000
shares of $.001 per share par value. Of the 74,000,000
authorized shares, 50,000,000 are common stock and
24,000,000 are preferred shares.
NOTE D STOCK SPLIT
On October 29, 1999, the Company approved a twenty to one
stock split. Prior to the stock split there were 200,000
shares of common stock outstanding and after the stock
split there were 4,000,000 shares of common stock
outstanding.
NOTE E EARNING (LOSS) PER SHARE
Basic EPS is determined using net income divided by the
weighted average shares outstanding during the period.
Diluted EPS is computed by dividing net income by the
weighted shares outstanding, assuming all dilitive
potential common shares were issued. Since the Company
has no common shares that are potentially issuable, such
as stock options, convertible securities or warrants,
basic and diluted EPS are the same.
-6-
<PAGE> 20
PRIME EQUIPMENT CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE> 21
TABLE OF CONTENTS
Page Number
INDEPENDENT ACCOUNTANT'S REPORT........................ 1
FINANCIAL STATEMENT:
Balance Sheet..................................... 2
Statement of Operations and Deficit
Accumulated During the Development Stage......... 3
Statement of Changes in Stockholders' Equity...... 4
Statement of Cash Flows........................... 5
Notes to the Financial Statements................. 6
<PAGE> 22
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
of Prime Equipment Corp.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Prime
Equipment Corp. (a development stage company) as of December 31,
1998 and the related statements of operations, cash flows and
changes in stockholders' equity for the period from December 18,
1998 (date of inception) to December 31, 1998. These financial
statements are the responsibility of Prime Equipment Corp.'s
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the accompanying financial statements
present fairly, in all material respects, the financial position
of Prime Equipment Corp. as of December 31, 1998 and the results
of operations, cash flows and changes in stockholders' equity for
the period then ended in conformity with generally accepted
accounting principles.
/s/ DAVID COFFEY
David Coffey C.P.A.
Las Vegas, Nevada
November 22, 1999
<PAGE> 23
PRIME EQUIPMENT CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash $ 100
--------------
Total Assets $ 100
==============
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 400
--------------
Total Liabilities 400
Stockholders' Equity
Common stock, authorized 50,000,000 shares
at $.001 par value, issued and outstanding
100,000 shares 100
Deficit accumulated during the
development period (400)
--------------
Total Stockholders' Equity (300)
Total Liabilities and Stockholders' Equity $ 100
==============
The accompanying notes are an integral part of these financial
statements.
-2-
<PAGE> 24
PRIME EQUIPMENT CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR PERIOD ENDED FROM December 18, 1998
To December 31, 1998
Sales $ 0
Expenses
Organizational expense 400
--------------
Total expenses 400
Net loss (400)
Retained earnings,
beginning of period 0
--------------
Deficit accumulated during
the development stage $ (400)
==============
Earnings (loss) per share
assuming dilution:
Net loss $ (.00)
==============
Weighted average shares outstanding 100,000
==============
The accompanying notes are an integral part of these financial
statements.
-3-
<PAGE> 25
PRIME EQUIPMENT CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD From December 18, 1998 (Date of Inception)
To December 31, 1998
Additional
Common Stock Paid-in
Shares Amount Capital Total
----------- ---------- --------- -----------
Balance,
December 18, 1998 --- $ --- $ --- $ ---
Issuance of common
stock for cash 100,000 100 0 100
Less net loss 0 0 0 (400)
----------- ---------- --------- -----------
Balance,
December 31, 1998 100,000 $ 100 $ 0 $ (300)
=========== ========== ========= ===========
The accompanying notes are an integral part of these financial
statements.
-4-
<PAGE> 26
PRIME EQUIPMENT CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
From December 18, 1998
To December 31, 1998
CASH FLOWS USED BY OPERATING ACTIVITIES
Net loss $ (400)
Increase in accounts payable 400
--------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 0
CASH FLOWS USED BY INVESTING ACTIVITIES
NET CASH USED BY
INVESTING ACTIVITIES 0
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 100
--------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 100
NET INCREASE IN CASH 100
CASH AT BEGINNING OF PERIOD ---
--------------
CASH AT END OF PERIOD $ 100
==============
The accompanying notes are an integral part of these financial
statements.
-5-
<PAGE> 27
PRIME EQUIPMENT CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on December 18, 1998 under
the laws of the state of Nevada. The business purpose of
the Company is to start a chain of equipment rental
services.
The Company will adopt accounting policies and procedures
based upon the nature of future transactions.
NOTE B SUBSEQUENT EVENTS
In March of 1999, the Company completed the sale of
100,000 shares of its common stock at $.10 per share or
$10,000.
On October 28th, 1999, the Company changed its name from
"Prime Equipment Corp." to "Prime Equipment, Inc." and
increased its authorized capital stock to 74,000,000
shares of $.001 per share par value from 50,000,000
shares of $.001 per share par value. Of the 74,000,000
authorized shares, 50,000,000 are common stock and
24,000,000 are preferred shares.
On October 29, 1999, the Company approved a twenty to one
stock split. Prior to the stock split there were 200,000
shares of common stock outstanding and after the stock
split there were 4,000,000 shares of common stock
outstanding.
NOTE C EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the
weighted average shares outstanding during the period.
Diluted EPS is computed by dividing net income by the
weighted shares outstanding, assuming all dilutive
potential common shares were issued. Since the Company
has no common shares that are potentially issuable, such
as stock options, convertible securities or warrants,
basic and diluted EPS are the same.
-6-
<PAGE> 28
PART III
ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION
Exhibit
Number Description
- ------- -----------------------------------------------------
3.0 Articles of Incorporation
3.1 Amended Articles of Incorporation
3.2 By-Laws
27.0 Financial Data Schedule
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant has caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized.
Prime Equipment, Inc.,
(Registrant)
Date: __________ By: /s/ Giovanni Iachelli
--------------------------------
Giovanni Iachelli
President, CEO and duly
authorized officer
<PAGE>29
Secretary of State
[seal]
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary
of State, do hereby certify that PRIME EQUIPMENT CORP. did on
December 18, 1998 file in this office the original Articles of
Incorporation; that said Articles are now on file and of record
in the office of the Secretary of State of the State of Nevada,
and further, that said Articles contain all the provisions
required by law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the Great Seal of State, at my office, in
Carson City, Nevada, on December 18, 1998.
/s/ DEAN HELLER
Secretary of State
By /s/ DENISE A. BATES
Certification Clerk
<PAGE>
[File stamped as follows: State of Nevada, Dec 18 1998, No.
C29570-98, Dean Heller, Secretary of State]
ARTICLES OF INCORPORATION
OF
PRIME EQUIPMENT CORP.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily
associated ourselves together for the purpose of forming a
corporation under and pursuant to the laws of the State of
Nevada, and we do hereby certify that:
ARTICLE I NAME: That exact name of this corporation is:
Prime Equipment Corp.
ARTICLE II RESIDENT AGENT:
The resident agent of the Corporation is Bruce Thompson, 128
Fortune Drive, Dayton, Nevada 89403.
ARTICLE III DURATION: The Corporation shall have perpetual
existence.
ARTICLE IV PURPOSES: The purpose, object and nature of the
business for which this Corporation is organized are:
(a) To engage in any lawful activity;
(b) To carry on such business as may be necessary,
convenient, or desirable to accomplish the above
purposes, and to do all other things incidental thereto
which are not forbidden by law or by these Articles of
Incorporation.
ARTICLE V POWERS: The powers of the Corporation shall be those
powers granted by 78.060 and 78.070 of the Nevada Revised
Statutes under which this corporation is formed. In addition, the
Corporation shall have the following specific powers:
(a) To elect or appoint officers and agents of the
Corporation and to fix their compensation;
(b) To act as an agent for any individual, association,
partnership, corporation or other legal entity;
(c) To receive, acquire, hold, exercise rights arising out
of the ownership or possession thereof, sell, or
otherwise dispose of, shares or other interests in, or
1
<PAGE>
obligations of, individuals, associations, partnerships,
corporations, or governments;
(d) To receive, acquire, hold, pledge, transfer, or
otherwise dispose of shares of the corporation, but such
shares may only be purchased, directly or indirectly,
out of earned surplus;
(e) To make gifts or contributions for the public welfare or
for charitable, scientific or educational purposes, and
in time of war, to make donation in aid of war
activities.
ARTICLE VI CAPITAL STOCK:
Section 1. Authorized Shares. The total number of shares which
this Corporation is authorized to issue is 50,000,000 shares of
capital stock at $.001 par value per share.
Section 2. Voting Rights of Shareholders. Each holder of the
Common Stock shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation.
Section 3. Consideration for Shares. The Common Stock shall be
issued for such consideration, as shall be fixed from time to
time by the Board of Directors. In the absence of fraud, the
judgment of the Directors as to the value of any property for
shares shall be conclusive. When shares are issued upon payment
of the consideration fixed by the Board of Directors, such shares
shall be taken to be fully paid stock and shall be non-
assessable. The Articles shall not be amended in this particular.
Section 4. Pre-emptive Rights. Except as may otherwise be
provided by the Board of Directors, no holder of any shares of
the stock of the Corporation, shall have any preemptive right to
purchase, subscribe for, or otherwise acquire any shares or stock
of the Corporation of any class now or hereafter authorized, or
any securities exchangeable for or convertible into such shares,
or any warrants or other instruments evidencing rights or options
to subscribe for, purchase, or otherwise acquire such shares.
Section 5. Stock Rights and Options. The Corporation shall
have the power to create and issue rights, warrants, or options
entitling the holders thereof to purchase from the corporation
any shares of its capital stock of any class or classes, upon
such terms and conditions and at such times and prices as the
Board of Directors may provide, which terms and conditions shall
be incorporated in an instrument evidencing such rights. In the
absence of fraud, the judgment of the Directors as to the
adequacy of consideration for the issuance of such rights or
options and the sufficiency thereof shall be conclusive.
ARTICLE VII ASSESSMENT OF STOCK: The capital stock of this
Corporation, after the amount of the subscription price has been
fully paid in, shall not be assessable for any purpose,
2
<PAGE>
and no stock issued as fully paid up shall ever be assessable or
assessed. The holders of such stock shall not be individually
responsible for the debts, contracts, or liabilities of the
Corporation and shall not be liable for assessments to restore
impairments in the capital of the Corporation.
ARTICLE VIII DIRECTORS: For the management of the business, and
for the conduct of the affairs of the Corporation, and for the
future definition, limitation, and regulation of the powers of
the Corporation and its directors and shareholders, it is further
provided:
Section 1. Size of Board. The members of the governing board
of the Corporation shall be styled directors. The number of
directors of the Corporation, their qualifications, terms of
office, manner of election, time and place of meeting, and powers
and duties shall be such as are prescribed by statute and in the
by-laws of the Corporation. The name and post office address of
the directors constituting the first board of directors, which
shall be one (1) in number are:
NAME ADDRESS
Dave Wages 500 W. College Parkway #V386
Carson City, Nevada 89706
Section 2. Powers of Board. In furtherance and not in
limitation of the powers conferred by the laws of the State of
Nevada, the Board of Directors is expressly authorized and
empowered:
(a) to make, alter, amend, and repeal the by-laws subject to
the power of the shareholders to alter or repeal the by-
laws made by the Board of Directors.
(b) Subject to the applicable provisions of the by-laws then
in effect, to determine, from time to time, whether and
to what extent, and at what times and places, and under
what conditions and regulations, the accounts and books
of the corporation, or any of them, shall be open to
shareholder inspection. No shareholder shall have any
right to inspect any of the accounts, books or documents
of the Corporation, except as permitted by law, unless
and until authorized to do so by resolution of the Board
of Directors or of the Shareholders of the Corporation.
(c) To issue stock of the Corporation for money, property,
services rendered, labor performed, cash advanced,
acquisitions for other corporations or for any other
assets of value in accordance with the action of the
board of directors without vote or consent of the
shareholders and the judgment of the board of directors
as to value received and in return therefore shall be
conclusive and said stock, when issued, shall be fully-
paid and non-assessable.
(d) To authorize and issue, without shareholder consent,
obligations of the Corporation, secured and unsecured,
under such terms and conditions as the
3
<PAGE>
Board, in its sole discretion, may determine, and to
pledge or mortgage, as security therefore, any real or
personal property of the Corporation, including after-
acquired property;
(e) To determine whether any and, if so, what part, of the
earned surplus of the Corporation shall be paid in
dividends to the shareholders, and to direct and
determine other use and disposition of any such earned
surplus;
(f) To fix, from time to time, the amount of the profits of
the Corporation to be reserved as working capital or for
any other lawful purpose;
(g) To establish bonus, profit-sharing, stock option, or
other types of incentive compensation plans for the
employees, including officers and directors, of the
Corporation, and to fix the amount of profits to be
shared or distributed, and to determine the persons to
participate in any such plans and the amount of their
respective participation.
(h) To designate, by resolution or resolutions passed by a
majority of the whole Board, one or more committees,
which, to the extent permitted by law and authorized by
the resolution or the by-laws, shall have and may
exercise the powers of the Board;
(i) To provide for the reasonable compensation of its own
members by by-law, and to fix the terns and conditions
upon which such compensation will he paid;
(j) In addition to the powers and authority herein before,
or by statute, expressly conferred upon it, the Board of
Directors may exercise all such powers and do all such
acts and things as may be exercised or done by the
corporation, subject, nevertheless, to the provisions of
the laws of the State of Nevada, of these Articles of
Incorporation, and of the by-laws of the Corporation.
Section 3. Interested Directors. No contact or transaction
between this Corporation and any of its directors, or between
this Corporation and any other corporation, firm, association, or
other legal entity shall be invalidated by reason of the fact
that the director of the Corporation has a direct or indirect
interest, pecuniary or otherwise, in such corporation, firm,
association, or legal entity, or because the interested director
was present at the meeting of the Board of Directors which acted
upon or in reference to such contract or transaction, or because
he participated in such action, provided that: (1) the interest
of each such director shall have been disclosed to or known by
the Board and a disinterested majority of the Board shall have
nonetheless ratified and approved such contract or transaction
(such interested director or directors may be counted in
determining whether a quorum is present for the meeting at which
such ratification or approval is given); or (2) the conditions of
N.R.S. 78.140 are met.
ARTICLE IX LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS: The
personal liability of a director or officer of the corporation to
the corporation or the Shareholders
4
<PAGE>
for damages for breach of fiduciary duty as a director or officer
shall be limited to acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law.
ARTICLE X INDEMNIFICATION: Each director and each officer of the
corporation may be indemnified by the corporation as follows:
(a) The corporation may indemnify any person who was or is a
party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right
of the corporation), by reason of the fact that he is or
was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in
connection with the action, suit or proceeding, if he
acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests
of the corporation and with respect to any criminal
action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action,
suite or proceeding, by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its
equivalent, does not of itself create a presumption that
the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed
to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was
unlawful.
(b) The corporation may indemnify any person who was or is a
party, or is threatened to be made a party, to any
threatened, pending or completed action or suit by or in
the right of the corporation, to procure a judgment in
its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation
as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses including amounts paid in
settlement and attorneys', fees actually and reasonably
incurred by him in connection with the defense or
settlement of the action or suit, if he acted in good
faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the
corporation. Indemnification may not be made for any
claim, issue or matter as to which such a person has
been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals there from, to be liable
to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the
court in which the action or suit was brought or other
court of competent Jurisdiction determines upon
application that in view of all the circumstances of the
case the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
5
<PAGE>
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of
this Article, or in defense of any claim, issue or
matter therein, he must be indemnified by the
corporation against expenses, including attorney's fees,
actually and reasonably incurred by him in connection
with the defense.
(d) Any indemnification under subsections (a) and (b) unless
ordered by a court or advanced pursuant to subsection
(e), must be made by the corporation only as authorized
in the specific case upon a determination that
indemnification of the director, officer, employee or
agent is proper in the circumstances. The determination
must be made:
(i) By the stockholders;
(ii) By the board of directors by majority vote of a
quorum consisting of directors who were not parties
to the act, suit or proceeding;
(iii)if a majority vote of a quorum consisting of
directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel
in a written opinion; or
(iv) if a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be
obtained, by independent legal counsel in a written
opinion.
(e) 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. The provisions of this subsection do
not affect any rights to advancement of expenses to
which corporate personnel other than directors or
officers may be entitled under any contract or otherwise
by law.
(f) The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this
section:
(i) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses
may be entitled under the certificate or articles
of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or
otherwise, for either an action in his official
capacity or an action in another capacity while
holding his office, except that indemnification,
unless ordered by a court pursuant to subsection
(b) or for the advancement of expenses made
pursuant to subsection (e) may not be made to or on
behalf of any director or officer if
6
<PAGE>
a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or
a knowing violation of the law and was material to
the cause of action.
(ii) Continues for a person who has ceased to be a
director, officer, employee or agent and inures to
the benefit of the heirs, executors and
administrators of such a person.
ARTICLE XI PLACE OF MEETING; CORPORATE BOOKS: Subject to the laws
of the State of Nevada, the shareholders and the Directors shall
have power to hold their meetings, and the Directors shall have
power to have an office or offices and to maintain the books of
the Corporation outside the State of Nevada, at such place or
places as may from time to time be designated in the by-laws or
by appropriate resolution.
ARTICLE XII AMENDMENT OF ARTICLES: The provisions of these
Articles of Incorporation may be amended, altered or repealed
from time to time to the extent and in the manner prescribed by
the laws of the State of Nevada, and additional provisions
authorized by such laws as are then in force may be added. All
rights herein conferred on the directors, officers and
shareholders are granted subject to this reservation.
ARTICLE XIII INCORPORATOR: The name and address of the sole
incorporator signing these Articles of Incorporation is as
follows:
NAME ADDRESS
David Wages 500 W. College Parkway #V386
Carson City, Nevada 89706
IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this 2nd day of December, 1998.
/s/ DAVID WAGES
------------------------
STATE OF NEVADA )
)ss
LYON COUNTY )
On December 2, 1998, personally appeared before me, a Notary
Public, David Wages, who acknowledged to me that he executed the
foregoing Articles of Incorporation for Prime Equipment Corp., a
Nevada corporation.
/s/ BEVERLY THOMPSON
-------------------------
Notary Public
[Beverly Thompson, Notary Public - Nevada, Appt. Recorded in Lyon
Co., My appt. Exp. March 1, 2002]
7
[file stamped October 28, 1999 in the state of Nevada]
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
PRIME EQUIPMENT CORP.
The undersigned, being President and Secretary of PRIME
EQUIPMENT CORP., a Nevada corporation, incorporated on December
18, 1998, in which shares have been issued, hereby certify that:
by majority vote of the Board of Directors duly approved by the
Board of Directors on February 14, 1999, and by the approval of
the majority of stockholders, which was obtained on October 22,
1999,
IT WAS AGREED by unanimous vote that this CERTIFICATE AMENDING
ARTICLES OF INCORPORATION be filed as follows:
The undersigned further certify that the Original Articles
of Incorporation of PRIME EQUIPMENT CORP. were filed with the
Secretary of State of Nevada on the 18th Day of December 1998.
The undersigned further certify that Articles First and Sixth of
the Original Articles of Incorporation filed on December 18,
1998, herein is amended to read as follows:
ARTICLE FIRST
FIRST: The name shall be:
PRIME EQUIPMENT, INC.
ARTICLE SIX
SIXTH: Capital Stock:
Section 1. Authorized Shares. The total number of shares which
this Corporation is authorized to issue is SEVENTY-FOUR MILLION
(74,000,000) shares of Capital Stock as follows: FIFTY MILLION
(50,000,000) common shares at one tenth of one cent ($0.001) par
value per share and TWENTY FOUR MILLION (24,000,000) preferred
shares at one tenth of one cent ($0.001) par value per share,
rights and privileges to be set by the Board of Directors and no
other class of stock shall be authorized.
The undersigned hereby certify that they have on this 28th
day of October, 1999 executed this Certificate Amending the
Original Articles of Incorporation hereto for filing with the
Secretary of the State of Nevada.
/s/ PEARCE THOMLINSON
------------------------
Pearce Thomlinson, Secretary
/s/ PEARCE THOMLINSON
------------------------
Pearce Thomlinson, President
State of California )
County of _____________ )ss
This instrument was acknowledged before me on
October 28, 1999 by
Pearce Thomlinson (Name of Person)
as President of Prime Equipment Corp.
/s/ BETTY C. NIEVAR
Notary Public
[notary stamp]
BY-LAWS OF
PRIME EQUIPMENT, INC.
ARTICLE I
SHAREHOLDERS
Section 1.01 Annual Meeting. The annual meeting of the
shareholders shall be held at such date and time as shall be
designated by the board of directors and stated in the notice of
the meeting or in a duly-executed waiver of notice thereof. If
the corporation shall fail to provide notice of the annual
meeting of the shareholders as set forth above, the annual
meeting of the shareholders of the corporation shall be held
during the month of November or December of each year as
determined by the Board of Directors, for the purpose of
electing, directors of the corporation to serve during the
ensuing year and for the transaction of such other business as
may properly come before the meeting. If the election of the
directors is not held on the day designated herein for any annual
meeting, of the shareholders, or at any adjournment thereof, the
president shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as is convenient.
Section 1.02 Special Meetings. Special meetings of the
shareholders may be called by the president or the Board of
Directors and shall be called by the president at the written
request of the holders of not less than 51 % of the issued and
outstanding shares of capital stock of the corporation.
All business lawfully to be transacted by the shareholders
may be transacted at any special meeting at any adjournment
thereof. However, no business shall be acted upon at a special
meeting, except that referred to in the notice calling the
meeting, unless all of the outstanding capital stock of the
corporation is represented either in person or by proxy. Where
all of the capital stock is represented, any lawful business may
be transacted and the meeting shall be valid for all purposes.
Section 1.03 Place of Meetings. Any meeting, of the
shareholders of the corporation may be held at its principal
office in the State of Nevada or such other place in or out of
the United States as the Board of Directors may designate. A
waiver of notice signed by the shareholders entitled to vote may
designate any place for the holding of such meeting.
Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all
shareholders of record written or printed notice of any
meeting at least ten (10) days, but not more than sixty (60)
days, before the date of such meeting; which notice shall
state the place, date and time of the meeting, the general
nature of the business to be transacted, and, in the case of
any meeting at which directors are to be elected, the names
of nominees, if any, to be presented for election.
Page 1
<PAGE>
(b) In the case of any meeting, any proper business
may be presented for action, except that the following items
shall be valid only if the general nature of the proposal is
stated in the notice or written waiver of notice:
(1) Action with respect to any contract or
transaction between the corporation and one or more of
its directors or another firm, association, or
corporation in which one or more of its directors has a
material financial interest;
(2) Adoption of amendments to the Articles of
Incorporation; or
(3) Action with respect to the merger,
consolidation, reorganization, partial or complete
liquidation, or dissolution of the corporation.
(c) The notice shall be personally delivered or mailed
by first class mail to each shareholder of record at the last
known address thereof, as the same appears on the books of the
corporation, and the giving of such notice shall be deemed
delivered the date the same is deposited in the United States
mail, postage prepaid. If the address of any shareholder does
not appear upon the books of the corporation, it will be
sufficient to address any notice to such shareholder at the
principal office of the corporation.
(d) The written certificate of the person calling any
meeting, duly sworn, setting forth the substance of the notice,
the time and place the notice was mailed or personally delivered
to the several shareholders, and the addresses to which the
notice was mailed shall be prima facie evidence of the manner and
fact of giving such notice.
Section 1.05 Waiver of Notice. If all of the shareholders of
the corporation shall waive notice of a meeting, no notice shall
be required, and, whenever all of the shareholders shall meet in
person or by proxy, such meeting shall be valid for all purposes
without call or notice, and at such meeting any corporate action
may be taken.
Section 1.06 Determination of Shareholders of Record.
(a) The Board of Directors may at any time fix a
future date as a record date for the determination of the
shareholders entitled to notice of any meeting or to vote or
entitled to receive payment of any dividend or other distribution
or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action. The record date so fixed
shall not be more than sixty (60) days prior to the date of such
meeting nor more than sixty (60) days prior to any other action.
When a record date is so fixed, only shareholders of record on
that date are entitled to notice of and to vote at the meeting or
to receive the dividend, distribution or allotment of rights, or
to exercise their rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the
record date.
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(b) If no record date is fixed by the Board of
Directors, then (1) the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held; (2) the record date for
determining shareholders entitled to give consent to corporate
action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which
written consent is given; and (3) the record date for determining
shareholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto, or the sixtieth (60th) day prior to
the date of such other action, whichever is later.
Section 1.07 Quorum: Adjourned Meetings.
(a) At any meeting of the shareholders, a majority of
the issued and outstanding shares of the corporation represented
in person or by proxy, shall constitute a quorum.
(b) If less than a majority of the issued and
outstanding shares are represented, a majority of shares so
represented may adjourn from time to time at the meeting, until
holders of the amount of stock required to constitute a quorum
shall be in attendance. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which
might have been transacted as originally called. When a
shareholders' meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the
adjournment is taken, unless the adjournment is for more than ten
(10) days in which event notice thereof shall be given.
Section 1.08 Voting.
(a) Each shareholder of record, such shareholder's duly
authorized proxy or attorney-in-fact shall be entitled to one (1)
vote for each share of stock standing registered in such
shareholder's name on the books of the corporation on the record
date.
(b) Except as otherwise provided herein, all votes with
respect to shares standing, in the name of an individual on the
record date (included pledged shares) shall be cast only by that
individual or such individual's duly authorized proxy or
attorney-in-fact. With respect to shares held by a representative
of the estate of a deceased shareholder, guardian, conservator,
custodian or trustee, votes may be cast by such holder upon proof
of capacity, even though the shares do not stand in the name of
such holder. In the case of shares under the control of a
receiver, the receiver may cast votes carried by such shares even
though the shares do not stand in the name of the receiver
provided that the order of the court of competent jurisdiction
which appoints the receiver contains the authority to cast votes
carried by such shares. If shares stand in the name of a minor,
votes may be cast only by the duly-appointed guardian of the
estate of such minor if such guardian has provided the
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corporation with written notice and proof of such appointment.
(c) With respect to shares standing in the name of a
corporation on the record date, votes may be cast by such officer
or agents as the by-laws of such corporation prescribe or, in the
absence of an applicable by-law provision, by such person as may
be appointed by resolution of the Board of Directors of such
corporation. In the event no person is so appointed, such votes
of the corporation may be cast by any person (including the
officer making the authorization) authorized to do so by the
Chairman of the Board of Directors, President or any Vice
President of such corporation.
(d) Notwithstanding anything to the contrary herein
contained, no votes may be cast by shares owned by this
corporation or its subsidiaries, if any. If shares are held by
this corporation or its subsidiaries, if any, in a fiduciary
capacity, no votes shall be cast with respect thereto on any
matter except to the extent that the beneficial owner thereof
possesses and exercises either a right to vote or to give the
corporation holding the same binding instructions on how to vote.
(e) With respect to shares standing in the name of two
or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, husband and wife as community
property, tenants by the entirety, voting trustees, persons
entitled to vote under a shareholder voting agreement or
otherwise and shares held by two or more persons (including proxy
holders) having the same fiduciary relationship respect in the
same shares, votes may be cast in the following manner:
(1) If only one such person votes, the votes of
such person binds all.
(2) If more than one person casts votes, the act
of the majority so voting binds all.
(3) If more than one person casts votes, but the
vote is evenly split on a particular matter, the votes shall
be deemed cast proportionately as split.
(f) Any holder of shares entitled to vote on any matter
may cast a portion of the votes in favor of such matter and
refrain from casting the remaining, votes or cast the same
against the proposal, except in the case of elections of
directors. if such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed
that the holder is casting affirmative votes with respect to all
shares held.
(g) If a quorum is present, the affirmative vote of
holders of a majority of the shares represented at the meeting
and entitled to vote on any matter shall be the act of the
shareholders, unless a vote of greater number or voting by
classes is required by the laws of the State of Nevada, the
Articles of Incorporation and these By-Laws.
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Section 1.09 Proxies. At any meeting of shareholders, any
holder of shares entitled to vote may authorize another person or
persons to vote by proxy with respect to the shares held by an
instrument in writing and subscribed to by the holder of such
shares entitled to vote. No proxy shall be valid after the
expiration of six (6) months from the date of execution thereof,
unless coupled with an interest or unless otherwise specified in
the proxy. In no event shall the term of a proxy exceed seven
(7) years from the date of its execution. Every proxy shall
continue in full force and effect until its expiration or
revocation. Revocation may be effected by filing an instrument
revoking the same or a duly-executed proxy bearing a later date
with the secretary of the corporation.
Section 1.10 Order of Business. At the annual shareholders
meeting, the regular order of business shall be as follows:
(1) Determination of shareholders present and
existence of quorum;
(2) Reading and approval of the minutes of the
previous meeting or meetings;
(3) Reports of the Board of Directors, the
president, treasurer and secretary of the corporation, in
the order named;
(4) Reports of committee;
(5) Election of directors;
(6) Unfinished business;
(7) New business;
(8) Adjournment.
Section 1.11 Absentees Consent to Meetings. Transactions
of any meeting of the shareholders are as valid as though had at
a meeting duly-held after regular call and notice if a quorum is
present, either in person or by proxy, and if, either before or
after the meeting, each of the persons entitled to vote, not
present in person or by proxy (and those who, although present,
either object at the beginning of the meeting to the transaction
of any business because the meeting has not been lawfully called
or convened or expressly object at the meeting to the
consideration of matters not included in the notice which are
legally required to be included therein), signs a written waiver
of notice and/or consent to the holding of the meeting or an
approval of the minutes thereof All such waivers, consents, and
approvals shall be filed with the corporate records and made a
part of the minutes of the meeting. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting,
except when the person objects at the beginning of the meeting to
the transaction of any business because the meeting is not
lawfully called or convened and except that attendance at a
meeting is not a waiver of any right to object to the
consideration of matters not included in the
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notice if such objection is expressly made at the beginning.
Neither the business to be transacted at nor the purpose of any
regular or special meeting of shareholders need be specified in
any written waiver of notice, except as otherwise provided in
Section 1.04(b) of these By-Laws.
Section 1.12 Action Without meeting. Any action which may
be taken by the vote of the shareholders at a meeting may be
taken without a meeting if consented to by the holders of a
majority of the shares entitled to vote or such greater
proportion as may be required by the laws of the State of Nevada,
the Articles of Incorporation, or these By-Laws. Whenever action
is taken by written consent, a meeting of shareholders needs not
be called or noticed.
ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure and Qualification. Except as
otherwise provided herein, the Board of Directors of the
corporation shall consist of at least one (1) but no more than
nine (9) persons, who shall be elected at the annual meeting of
the shareholders of the corporation and who shall hold office for
one (1) year or until their successors are elected and qualify.
Section 2.02 Resignation. Any director may resign effective
upon giving written notice to the chairman of the Board of
Directors, the president, or the secretary of the corporation,
unless the notice specifies a later time for effectiveness of
such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future
date, the Board or the shareholders may elect a successor to take
office when the resignation becomes effective.
Section 2.03 ) Reduction in Number. No reduction of the
number of directors shall have the effect of removing any
director prior to the expiration of his term of office.
Section 2.04 Removal.
(a) The Board of Directors or the shareholders of the
corporation, by a majority vote, may declare vacant the office of
a director who has been declared incompetent by an order of a
court of competent jurisdiction or convicted of a felony.
Section 2.05 Vacancies.
(a) A vacancy in the Board of Directors because of
death, resignation, removal, change in number of directors, or
otherwise may be filled by the shareholders at any regular or
special meeting or any adjourned meeting thereof or the remaining
director(s) by the affirmative vote of a majority thereof. A
Board of Directors consisting of less than the maximum number
authorized in Section 2.01 of ARTICLE II constitutes vacancies on
the Board of Directors for purposes of this paragraph and may be
filled as set forth above
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including by the election of a majority of the remaining
directors. Each successor so elected shall hold office until the
next annual meeting of shareholders or until a successor shall
have been duly-elected and qualified.
(b) If, after the filling of any vacancy by the
directors, the directors then in office who have been elected by
the shareholders shall constitute less than a majority of the
directors then in office, any holder or holders of an aggregate
of five percent (5%) or more of the total number of shares
entitled to vote may call a special meeting of shareholders to be
held to elect the entire Board of Directors. The term of office
of any director shall terminate upon such election of a
successor.
Section 2.06 Regular Meetings. Immediately following the
adjournment of, and at the same place as, the annual meeting of
the shareholders, the Board of Directors, including directors
newly elected, shall hold its annual meeting without notice,
other than this provision, to elect officers of the corporation
and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution
the place, date and hour for holding additional regular meetings.
Section 2.07 Special Meetings. Special meetings of the
Board of Directors may be called by the chairman and shall be
called by the chairman upon the request of any two (2) directors
or the president of the corporation.
Section 2.08 Place of Meetings. Any meeting of the
directors of the corporation may be held at its principal office
in the State of Nevada, or at such other place in or out of the
United States as the Board of Directors may designate. A waiver
or notice signed by the directors may designate any place for the
holding of such meeting.
Section 2.09 Notice of Meetings. Except as otherwise
provided in Section 2.06, the chairman shall deliver to all
directors written or printed notice of any special meeting, at
least three (3) days before the date of such meeting, by delivery
of such notice personally or mailing such notice first class
mail, or by telegram. If mailed, the notice shall be deemed
delivered two (2) business days following the date the same is
deposited in the United States mail, postage prepaid. Any
director may waive notice of any meeting, and the attendance of a
director at a meeting shall constitute a waiver of notice of such
meeting, unless such attendance is for the express purpose of
objecting to the transaction of business threat because the
meeting is not properly called or convened.
Section 2.10 Quorum:Adjourned Meetings.
(a) A majority of the Board of Directors in office
shall constitute a quorum.
(b) At any meeting of the Board of Directors where a
quorum is not present, a majority of those present may adjourn,
from time to time, until a quorum is present, and no notice of
such adjournment shall be required. At any adjourned meeting
where a quorum is present, any business may be transacted which
could have been transacted at the meeting originally called.
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Section 2.11 Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting if a written
consent thereto is signed by all of the members of the Board of
Directors or of such committee. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board
of Directors or committee. Such action by written consent shall
have the same force and effect as the unanimous vote of the Board
of Directors or committee.
Section 2.12 Telephonic Meetings. Meetings of the Board of
Directors may be held through the use of a conference telephone
or similar communications equipment so long as all members
participating in such meeting can hear one another at the time of
such meeting. Participation in such a meeting constitutes
presence in person at such meeting.
Section 2.13 Board Decisions. The affirmative vote of a
majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.
Section 2.14 Powers and Duties.
(a) Except as otherwise provided in the Articles of
Incorporation or the laws of
the State of Nevada, the Board of Directors is invested with the
complete and unrestrained authority to manage the affairs of the
corporation, and is authorized to exercise for such purpose as
the general agent of the corporation, its entire corporate
authority in such manner as it sees fit. The Board of Directors
may delegate any of its authority to menace, control or conduct
the current business of the corporation to any standing or
special committee or to any officer or agent and to appoint any
persons to be agents of the corporation with such powers,
including the power to sub-delegate, and upon such terms as may
be deemed fit.
(b) The Board of Directors shall present to the
shareholders at annual meetings of the shareholders, and when
called for by a majority vote of the shareholders at a special
meeting of the shareholders, a full and clear statement of the
condition of the corporation, and shall, at request, furnish each
of the shareholders with a true copy thereof.
(c) The Board of Directors, in its discretion, may
submit any contract or act for approval or ratification at any
annual meeting of the shareholders or any special meeting,
properly called for the purpose of considering any such contract
or act, provided a quorum is present. The contract or act shall
be valid and binding upon the corporation and upon all the
shareholders thereof, if approved and ratified by the affirmative
vote of a majority of the shareholders at such meeting.
(d) In furtherance and not in limitation of the powers
conferred by the laws of the State of Nevada, the Board of
Directors is expressly authorized and empowered to issue
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stock of the Corporation for money, property, services rendered,
labor performed, cash advanced, acquisitions for other
corporations or for any other assets of value in accordance with
the action of the Board of Directors without vote or consent of
the shareholders and the judgment of the Board of Directors as to
the value received and in return therefore shall be conclusive
and said stock, when issued, shall be fully-paid and
non-assessable.
Section 2.15 Compensation. The directors shall be allowed
and paid all necessary expenses incurred in attending any
meetings of the Board.
Section 2.16 Board Officers.
(a) At its annual meeting, the Board of Directors
shall elect, from among its members, a chairman to preside at the
meetings of the Board of Directors. The Board of Directors may
also elect such other board officers and for such term as it may,
from time to time, determine advisable.
(b) Any vacancy in any board office because of death,
resignation, removal or otherwise may be filled by the Board of
Directors for the unexpired portion of the term of such office.
Section 2.17 Order of Business. The order of business at
any meeting, of the Board of Directors shall be as follows:
(1) Determination of members present and
existence of quorum;
(2) Reading and approval of the minutes of any
previous meeting or meetings;
(3) Reports of officers and committeemen;
(4) Election of officers;
(5) Unfinished business;
(6) New business;
(7) Adjournment.
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ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its first
meeting following the annual meeting of shareholders, shall elect
a president, a secretary and a treasurer to hold office for one
(1) year next coming and until their successors are elected and
qualify. Any person may hold two or more offices. The Board of
Directors may, from time to time, by resolution, appoint one or
more vice presidents, assistant secretaries, assistant treasurers
and transfer agents of the corporation as it may deem advisable;
prescribe their duties; and fix their compensation.
Section 3.02 Removal; Resignation. Any officer or agent
elected or appointed by the Board of Directors may be removed by
it whenever, in its judgment, the best interest of the
corporation would be served thereby. Any officer may resign at
any time upon written notice to the corporation without prejudice
to the rights, if any, of the corporation under any contract to
which the resigning officer is a party.
Section 3.03 Vacancies. Any vacancy in any office because
of death, resignation, removal, or otherwise may be filled by the
Board of Directors for the unexpired portion of the term of such
office.
Section 3.04 President. The president shall be the general
manager and executive officer of the corporation, subject to the
supervision and control of the Board of Directors, and shall
direct the corporate affairs, with full power to execute all
resolutions and orders of the Board of Directors not especially
entrusted to some other officer of the corporation. The
president shall preside at all meetings of the shareholders and
shall sign the certificates of stock issued by the corporation,
and shall perform such other duties as shall be prescribed by the
Board of Directors.
Unless otherwise ordered by the Board of Directors, the
president shall have full power and authority on behalf of the
corporation to attend and to act and to vote at any meetings of
the shareholders of any corporation in which the corporation may
hold stock and, at any such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership
of such stock. The Board of Directors, by resolution from time
to time, may confer like powers on any person or persons in place
of the president to represent the corporation for these purposes.
Section 3.05 Vice President. The Board of Directors may
elect one or more vice presidents who shall be vested with all
the powers and perform all the duties of the president whenever
the president is absent or unable to act, including the signing
of the certificates of stock issued by the corporation, and the
vice president shall perform such other duties as shall be
prescribed by the Board of Directors.
Section 3.06 Secretary. The secretary shall keep the
minutes of all meetings of the shareholders and the Board of
Directors in books provided for that purpose. The secretary
shall
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attend to the giving and service of all notices of the
corporation, may sign with the president in the name of the
corporation all contracts authorized by the Board of Directors or
appropriate committee, shall have the custody of the corporate
seal, shall affix the corporate seal to all certificates of stock
duly issued by the corporation, shall have charge of stock
certificate books, transfer books and stock ledgers, and such
other books and papers as the Board of Directors or appropriate
committee may direct, and shall, in general perform all duties
incident to the office of the secretary. All corporate books
kept by the secretary shall be open for examination by any
director at any reasonable time.
Section 3.07 Assistant Secretary. The Board of Directors
may appoint an assistant secretary who shall have such powers and
perform such duties as may be prescribed for him by the secretary
of the corporation or by the Board of Directors.
Section 3.08 Treasurer. The treasurer shall be the chief
financial officer of the corporation, subject to the supervision
and control of the Board of Directors, and shall have custody of
all the funds and securities of the corporation. When necessary
or proper, the treasurer shall endorse on behalf of the
corporation for collection checks, notes and other obligations,
and shall deposit all monies to the credit of the corporation in
such bank or banks or other depository as the Board of Directors
may designate, and shall sign all receipts and vouchers for
payments made by the corporation. Unless otherwise specified by
the Board of Directors, the treasurer shall sign with the
president all bills of exchange and promissory notes of the
corporation, shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities and
such other property belonging to the corporation as the Board of
Directors shall designate, and shall sign all papers required by
law, by these By-laws or by the Board of Directors to be signed
by the treasurer. The treasurer shall enter regularly in the
books of the corporation, to be kept for that purpose, full and
accurate accounts of all monies received and paid on account of
the corporation and whenever required by the Board of Directors,
the treasurer shall render a statement of any or all accounts.
The treasurer shall at all reasonable times exhibit the books of
account to any directors of the corporation and shall perform all
acts incident to the position of treasurer subject to the control
of the Board of Directors. The treasurer shall, if required by
the Board of Directors,give a bond to the corporation in such sum
and with such security as shall be approved by the Board of
Directors for the faithful performance of all the duties of the
treasurer and for restoration to the corporation in the event of
the treasurer's death, resignation, retirement, or removal from
office, of all books, records, papers, vouchers, money and other
property belonging to the corporation. The expense of such bond
shall be borne by the corporation.
Section 3.09 Assistant Treasurer. The Board of Directors may
appoint an assistant treasurer who shall have such powers and
perform such duties as may be prescribed by the treasurer of the
corporation or by the Board of Directors, and the Board of
Directors may require the assistant treasurer to give a bond to
the corporation in such sum and with such security as it may
approve, for the faithful performance of the duties of assistant
treasurer, and for the restoration to the corporation, in the
event of the assistant treasurer's death, resignation, retirement
or removal from office, of all books, records, papers, vouchers,
money and other property belonging to the corporation. The
expense of such bond shall be borne by the corporation.
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ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of capital stock of the
corporation shall be issued in such manner and at such times and
upon such conditions as shall be prescribed by the Board of
Directors.
Section 4.02 Certificates. Ownership in the corporation
shall be evidenced by certificates for shares of stock in such
form as shall be prescribed by the Board of Directors, shall be
under the seal of the corporation and shall be signed by the
president or the vice president and also by the secretary or an
assistant secretary. Each certificate shall contain the name of
the record holder, the number, designation, if any, class or
series of shares represented, a statement of summary of any
applicable rights, preferences, privileges, or restrictions
thereon, and a statement that the shares are assessable, if
applicable. All certificates shall be consecutively numbered.
The name and address of the shareholder, the number of shares,
and the date of issue shall be entered on the stock transfer
books of the corporation.
Section 4.03 Surrender: Lost or Destroyed Certificates. All
certificates surrendered to the corporation, except those
representing shares of treasury stock, shall be canceled and no
new certificates shall be issued until the former certificate for
a like number of shares shall have been canceled, except that in
case of a lost, stolen, destroyed or mutilated certificate, a new
one may be issued therefor. However, any shareholder applying
for the issuance of a stock certificate in lieu of one alleged to
have been lost, stolen, destroyed or mutilated shall, prior to
the issuance of a replacement, provide the corporation with his,
her or its affidavit of the facts surrounding the loss, theft,
destruction or mutilation and an indemnity bond in an amount and
upon such terms as the treasurer, or the Board of Directors,
shall require. In no case shall the bond be in amount less than
twice the current market value of the stock and it shall
indemnify the corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a
replacement certificate.
Section 4.04 Replacement Certificate. When the Articles of
Incorporation are amended in any way affecting, the statements
contained in the certificates for outstanding shares of capital
stock of the corporation or it becomes desirable for any reason,
including, without limitation, the merger or consolidation of the
corporation with another corporation or the reorganization of the
corporation, to cancel any outstanding certificate for shares and
issue a new certificate therefor conforming to the rights of the
holder, the Board of Directors may order any holders of
outstanding certificates for shares to surrender and exchange the
same for new certificates within a reasonable time to be fixed by
the Board of Directors. The order may provide that a holder of
any certificate(s) ordered to be surrendered shall not be
entitled to vote, receive dividends or exercise any other rights
of shareholders until the holder has complied with the order
provided that such order operates to suspend such rights only
after notice and until compliance.
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Section 4.05 Transfer of Shares. No transfer of stock shall
be valid as against the corporation except on surrender and
cancellation by the certificate therefor, accompanied by an
assignment or transfer by the registered owner made either in
person or under assignment. Whenever any transfer shall be
expressly made for collateral security and not absolutely, the
collateral nature of the transfer shall be reflected in the entry
of transfer on the books of the corporation.
Section 4.06 Transfer Agent. The Board of Directors may
appoint one or more transfer agents and registrars of transfer
and may require all certificates for shares of stock to bear the
signature of such transfer agent and such registrar of transfer.
Section 4.07 Stock Transfer Books. The stock transfer books
shall be closed for a period of ten (10) days prior to all
meetings of the shareholders and shall be closed for the payment
of dividends as provided in Article V hereof and during such
periods as, from time to time, may be fixed by the Board of
Directors, and, during such periods, no stock shall be
transferable.
Section 4.08 Miscellaneous. The Board of Directors shall
have the power and authority to make such rules and regulations
not inconsistent herewith as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of
the capital stock of the corporation.
ARTICLE V
DIVIDENDS
Section 5.01 Dividends may be declared, subject to the
provisions of the laws of the State of Nevada and the Articles of
Incorporation, by the Board of Directors at any regular or
special meeting and may be paid in cash, property, shares of
corporate stock, or any other medium. The Board of Directors may
fix in advance a record date, as provided in Section 1.06 of
these By-laws, prior to the dividend payment for the purpose of
determining shareholders entitled to receive payment of any
dividend. The Board of Directors may close the stock transfer
books for such purpose for a period of not more than ten (10)
days prior to the payment date of such dividend.
ARTICLE VI
OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office. The principal office of the
corporation in the State of Nevada shall be as designated by the
Board of Directors and so filed with the State of Nevada, and the
corporation may also have an office in any other state or
territory as the Board of Directors may designate.
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Section 6.02 Records. The stock transfer books and a
certified copy of the By-laws, Articles of Incorporation, any
amendments thereto, and the minutes of the proceedings of the
shareholders, the Board of Directors, and committees of the Board
of Directors shall be kept at the principal office of the
corporation for the inspection of all who have the right to see
the same and for the transfer of stock. All other books of the
corporation shall be kept at such places as may be prescribed by
the Board of Directors.
Section 6.03 Financial Report on Request. Any shareholder
or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock may make a written
request for an income statement of the corporation for the three
(3) month, six (6) month, or nine (9) month period of the current
fiscal year ended more than thirty (30) days prior to the date of
the request and a balance sheet of the corporation as of the end
of such period. In addition, if no annual report for the last
fiscal year has been sent to shareholders, such shareholder or
shareholders may make a request for a balance sheet as of the end
of such fiscal year and an income statement and statement of
changes in financial position for such fiscal year. The
statement shall be delivered or mailed to the person making the
request within thirty (30) days thereafter. A copy of the
statements shall be kept on file in the principal office of the
corporation for twelve (12) months, and such copies shall be
exhibited at all reasonable times to any shareholder demanding an
examination of them or a copy shall be mailed to each
shareholder. Upon request by any shareholder, there shall be
mailed to the shareholder a copy of the last annual, semiannual
or quarterly income statement which it has prepared and a balance
sheet as of the end of the period. The financial statements
referred to in this Section 6.03 shall be accompanied by the
report thereon, if any, of any independent accountants engaged by
the corporation or the certificate of an authorized officer of
the corporation that such financial statements were prepared
without audit from the books and records of the corporation.
Section 6.04 Right of Inspection.
(a) The accounting books and records and minutes of
proceedings of the shareholders and the Board of Directors and
committees of the Board of Directors shall be open to inspection
upon the written demand of any shareholder or holder of a voting
trust certificate at any reasonable time during usual business
hours for a purpose reasonably related to such holder's interest
as a shareholder or as the holder of such voting trust
certificate. This right of inspection shall extend to the
records of the subsidiaries, if any, of the corporation. Such
inspection may be made in person or by agent or attorney, and the
right of inspection includes the right to copy and make extracts.
(b) Every director shall have the absolute right at
any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of
the corporation and/or its subsidiary corporations. Such
inspection may be made in person or by agent or attorney, and the
right of inspection includes the right to copy and make extracts.
Page 14
<PAGE>
Section 6.05 Corporate Seal. The Board of Directors may, by
resolution, authorize a seal, and the seal may be used by causing
it, or a facsimile, to be impressed or affixed or reproduced or
otherwise. Except when otherwise specifically provided herein,
any officer of the corporation shall have the authority to affix
the seal to any document requiring it.
Section 6.06 Fiscal Year. The fiscal year-end of the
corporation shall be the calendar year or such other term as may
be fixed by resolution of the Board of Directors.
Section 6.07 Reserves. The Board of Directors may create,
by resolution, out of the earned surplus of the corporation such
reserves as the directors may, from time to time, in their
discretion, think proper to provide for contingencies, or to
equalize dividends or to repair or maintain any property of the
corporation, or for such other purpose as the Board of Directors
may deem beneficial to the corporation, and the directors may
modify or abolish any such reserves in the manner in which they
were created.
ARTICLE VII
INDEMNIFICATION
Section 7.01 Indemnification. The corporation shall, unless
prohibited by Nevada Law, indemnify any person (an "Indemnitee")
who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be so
involved in any threatened, pending or completed action suit or
proceeding, whether civil, criminal, administrative, arbitrative
or investigative, including without limitation, any action, suit
or proceeding brought by or in the right of the corporation to
procure a judgement in its favor (collectively, a "Proceeding")
by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise, against all
Expenses and Liabilities actually and reasonably incurred by him
in connection with such Proceeding. The right to indemnification
conferred in this Article shall be presumed to have been relied
upon by the directors, officers, employees and agents of the
corporation and shall be enforceable as a contract right and
inure to the benefit of heirs, executors and administrators of
such individuals.
Section 7.02 Indemnification Contracts. The Board of
Directors is authorized on behalf of the corporation, to enter
into, deliver and perform agreements or other arrangements to
provide any Indemnitee with specific rights of indemnification in
addition to the rights provided hereunder to the fullest extent
permitted by Nevada Law. Such agreements or arrangements may
provide (i) that the Expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding, must
be paid by the corporation as they are incurred and in advance of
the final disposition of any such action, suit or proceeding
provided that, if required by Nevada Law at the time of such
advance, the officer or director provides an undertaking, to
repay such amounts if it is ultimately determined
Page 15
<PAGE>
by a court of competent jurisdiction that such individual is not
entitled to be indemnified against such expenses, (iii) that the
Indemnitee shall be presumed to be entitled to indemnification
under this Article or such agreement or arrangement and the
corporation shall have the burden of proof to overcome that
presumption, (iii) for procedures to be followed by the
corporation and the Indemnitee in making any determination of
entitlement to indemnification or for appeals therefrom and (iv)
for insurance or such other Financial Arrangements described in
Paragraph 7.02 of this Article, all as may be deemed appropriate
by the Board of Directors at the time of execution of such
agreement or arrangement.
Section 7.03 Insurance and Financial Arrangements. The
corporation may, unless prohibited by Nevada Law, purchase and
maintain insurance or make other financial arrangements
("Financial Arrangements") on behalf of any Indemnity for any
liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such
liability and expenses. Such other Financial Arrangements may
include (i) the creation of a trust fund, (ii) the establishment
of a program of self-insurance, (iii) the securing of the
corporation's obligation of indemnification by granting a
security interest or other lien on any assets of the corporation,
or (iv) the establishment of a letter of credit, guaranty or
surety.
Section 7.04 Definitions. For purposes of this Article:
Expenses. The word "Expenses" shall be broadly construed and,
without limitation, means (i) all direct and indirect costs
incurred, paid or accrued, (ii) all attorneys' fees, retainers,
court costs, transcripts, fees of experts, witness fees, travel
expenses, food and lodging, expenses while traveling, duplicating
costs, printing, and binding costs, telephone charges, postage,
delivery service, freight or other transportation fees and
expenses, (iii) all other disbursements and out-of-pocket
expenses, (iv) amounts paid in settlement, to the extent
permitted by Nevada Law, and (v) reasonable compensation for time
spent by the Indemnitee for which he is otherwise not compensated
by the corporation or any third party, actually and reasonably
incurred in connection with either the appearance at or
investigation, defense, settlement or appeal of a Proceeding or
establishing or enforcing a right to indemnification under any
agreement or arrangement, this Article, the Nevada Law or
otherwise; provided, however, that "Expenses" shall not include
any judgments or fines or excise taxes or penalties imposed under
the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or other excise taxes or penalties.
Liabilities. "Liabilities" means liabilities of any type
whatsoever, including, but not limited to, judgments or fines,
ERISA or other excise taxes and penalties, and amounts paid in
settlement.
Nevada Law. "Nevada Law" means Chapter 78 of the Nevada
Revised Statutes as amended and in effect from time to time or
any successor or other statutes of Nevada having, similar import
and effect.
This Article. "This Article" means Paragraphs 7.01 through
7.04 of these By-Laws or any portion of them.
Power of Stockholders. Paragraphs 7.01 through 7.04,
including this Paragraph, of these By-Laws may be amended by the
stockholders only by vote of the holders of sixty-six and
two-thirds percent (66 2/3%) of the entire number of shares of
each class, voting separately, of the outstanding capital stock
of the corporation (even though the right of any class to vote is
otherwise restricted or denied); provided, however, no amendment
or repeal of this Article shall adversely affect any right of any
Indemnitee existing at the time such amendment or repeal becomes
effective.
Page 16
<PAGE>
Power of Directors. Paragraphs 7.01 through 7.04 and this
Paragraph of these ByLaws may be amended or repealed by the Board
of Directors only by vote of eighty percent (80%) of the total
number of Directors and the holders of sixty-six and two-thirds
percent (66 2/3) of the entire number of shares of each class,
voting separately, of the outstanding capital stock of the
corporation (even though the night of any class to vote is
otherwise restricted or denied); provided, however, no amendment
or repeal of this Article shall adversely affect any right of any
Indemnitee existing, at the time such amendment or repeal becomes
effective.
ARTICLE VIII
BY-LAWS
Section 8.01 Amendment. Amendments and changes of these
By-Laws may be made at any regular or special meeting of the
Board of Directors by a vote of not less than all of the entire
Board, or may be made by a vote of, or a consent in writing
signed by the holders of a majority of the issued and outstanding
capital stock.
Section 8.02 Additional by-laws. Additional by-laws not
inconsistent herewith may be adopted by the Board of Directors at
any meeting of the Board of Directors at which a quorum is
present by an affirmative vote of a majority of the directors
present or by the unanimous consent of the Board of Directors in
accordance with Section 2.11 of these By-laws.
CERTIFICATION
I, the undersigned, being the duly elected secretary of the
Corporation, do hereby certify that the foregoing By-laws were
adopted by the Board of Directors on the 25th day of October,
1999.
/s/ SIGNATURE OF SECRETARY
-----------------------
Secretary
Page 17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 20,041
<SECURITIES> 0
<RECEIVABLES> 10,617
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,658
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 30,658
<CURRENT-LIABILITIES> 29,800
<BONDS> 0
0
0
<COMMON> 4,021
<OTHER-SE> (3,163)
<TOTAL-LIABILITY-AND-EQUITY> 30,658
<SALES> 0
<TOTAL-REVENUES> 617
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 24,709
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (24,092)
<INCOME-TAX> 0
<INCOME-CONTINUING> (24,092)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,092)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
