CODATEK CORP.
(Exact name of registrant as specified in its charter)
Nevada 88-0412582
(State of organization) (I.R.S. Employer Identification No.)
Las Vegas Commerce Center, 1350 E. Flamingo Road, Suite 688, Las Vegas,
NV 89119
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 732-2253
Registrant's Attorney: Shawn Hackman, Esq., 3360 W. Sahara Ave., Suite
200, Las Vegas, NV 89102, (702) 732-2253
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common
ITEM 1. DESCRIPTION OF BUSINESS
Coadatek is a Nevada corporation formed on December 31, 1998. Its principal
place of business is located at Las Vegas Commerce Center, 1350 E. Flamingo
Road, Suite 688, Las Vegas, NV 89119. The Codatek Corp. was organized to
engage in any lawful corporate business, including but not limited to,
research, design and development of computer software technologies and the
participation in mergers with and acquisitions of other companies. Codatek
Corp. has been in the developmental stage since inception and has no operating
history other than organizational matters.
Codatek Corp. was organized on December 31, 1998, under the laws of the State
of Nevada. Codatek Corp. has no operations and in accordance with SFAS #7,
is considered a development stage Company.
The primary activity of Codatek Corp. currently involves the research, design
and development of computer software. Codatek Corp.also participates in the
business of engaging a company or companies that it can acquire or with whom
it can merge. Codatek Corp. has not selected any company as an acquisition
target or merger partner and does not intend to limit potential candidates to
any particular field or industry, but does retain the right to limit
candidates, if it so chooses, to a particular field or industry. Codatek
Corp.'s plans are in the conceptual stage only.
The Board of Directors has elected to begin implementing Codatek Corp.'s
principal business purpose, described below under "Item 2, Plan of
Operation". As such, Codatek Corp. can be defined as a "shell" company.,
whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity.
The proposed business activities described herein classify Codatek Corp. as a
"blank check" company. Many states have enacted statutes, rules, and
regulations limiting the sale of securities of "blank check" companies in
their respective jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in Codatek Corp.'s securities until such
time as the Company has successfully implemented its business plan.
Codatek Corp. is filing this registration statement on a voluntary basis,
pursuant to section 12(g) of the Securities Exchange Act of 1934
(the "Exchange Act"), in order to ensure that public information is readily
accessible to all shareholders and potential investors, and to increase
Codatek Corp.'s access to financial markets. In the event Codatek Corp.'s
obligation to file periodic reports is suspended pursuant to the Exchange
Act, Codatek Corp. anticipates that it will continue to voluntarily file
such reports.
Risk Factors
Codatek Corp.'s business is subject to numerous risk factors, including the
following:
COMPETITION, (SOFTWARE INDUSTRY) The electronics industry is highly
competitive. The Company will be competing with a number of other potential
companies, most of who will have greater financial resources than the
Company. In this environment, there can be no assurance that there will be a
suitable place in the industry for this business. Or that there is any other
business available for acquisition by the Company or that the Company can
obtain financing for, or participants to join in the development of a viable
operation without further financing. Most of the Company's competitors have
greater financial, personnel and other resources than does the Company and
therefore have a greater leverage to use in acquiring business, hiring
personnel and marketing. Accordingly, a high degree of competition in these
areas is expected to continue.
GOVERNMENT REGULATION (SOFTWARE INDUSTRY) The production and sale of circuits
are subject to regulation by state, federal, local authorities and foreign
governments. In most areas there are statuary provisions regulating the
production of materials under which administrative agencies may change rules
and regulations without notice.
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. Codatek Corp. has had no
operating history and has received no revenues or earnings from operations.
Codatek Corp. has no significant assets or financial resources. Codatek Corp.
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until it completes a business combination. This may result
in Codatek Corp. incurring a net operating loss which will increase
continuously until the Company completes a business combination with a
profitable business opportunity. There is no assurance that Codatek Corp.
will identify a business opportunity or complete a business combination.
SPECULATIVE NATURE OF CODATEK CORP.'S PROPOSED OPERATIONS. The success of
Codatek Corp.'s proposed plan of operation will depend to a great extent on
the operations, financial condition, and management of the identified
business opportunity. While management intends to seek business combinations
with entities having established operating histories, it cannot assure that
Codatek Corp. will successfully locate candidates meeting such criteria. In
the event Codatek Corp. completes a business combination, the success of the
company's operations may be dependent upon management of the successor firm
or venture partner firm together with numerous other factors beyond
Codatek Corp.'s control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
Codatek Corp. is, and will continue to be, an insignificant participant in
the business of seeking mergers and joint ventures with, and acquisitions of
small private entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may also be desirable target candidates for
Codatek Corp.. Nearly all such entities have significantly greater
financial resources, technical expertise, and managerial capabilities than
Codatek Corp.. Codatek Corp. is, consequently, at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination. Moreover, Codatek Corp. will also compete with numerous
other small public companies in seeking merger or acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS FOR
BUSINESS COMBINATION. Codatek Corp. has no arrangement, agreement, or
understanding with respect to engaging in a business combination with any
private entity. There can be no assurance that Codatek Corp. will
successfully identify and evaluate suitable business opportunities or
conclude a business combination. Management has not identified any particular
industry or specific business within an industry for evaluations. Codatek
Corp. has been in the developmental stage since inception and has no
operations to date. Other than issuing shares to its original shareholders,
Codatek Corp. never commenced any operational activities. There is no
assurance that Codatek Corp. will be able to negotiate a business combination
on terms favorable to the company. Codatek Corp. has not established a
specific length of operating history or a specified level of earnings,
assets, net worth or other criteria which it will require a target business
opportunity to have achieved, and without which Codatek Corp. would not
consider a business combination in any form with such business opportunity.
Accordingly, Codatek Corp. may enter into a business combination with a
business opportunity having no significant operating history, losses, limited
or no potential for earnings, limited assets, negative net worth, or other
negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking a
business combination, management anticipates devoting up to twenty hours per
month to the business of the company. Codatek Corp.'s officers have not
entered into written employment agreements with the Company. and are not
expected to do so in the foreseeable future. Codatek Corp. has not obtained
key man life insurance on its officers or directors. Notwithstanding the
combined limited experience and time commitment of management, loss of the
services of any of these individuals would adversely affect development of
Codatek Corp.'s business and its likelihood of continuing operations. See
"MANAGEMENT."
CONFLICTS OF INTEREST - GENERAL. Codatek Corp.'s officers and directors
participate in other business ventures which compete directly with the
Company. Additional conflicts of interest and non "arms-length" transactions
may also arise in the event Codatek Corp.'s officers or directors are
involved in the management of any firm with which Codatek Corp. transacts
business. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS - CONFLICTS OF INTEREST."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Companies subject
to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act")
must provide certain information about significant acquisitions, including
certified financial statements for Codatek Corp. acquired, covering one or
two years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to prepare such
statements may significantly delay or even preclude Codatek Corp. from
completing an otherwise desirable acquisition. Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the 1934
Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. Codatek Corp. has not
conducted or received results of market research indicating that market
demand exists for the transactions contemplated by Codatek Corp.. Moreover,
Codatek Corp. does not have, and does not plan to establish, a marketing
organization. If there is demand for a business combination as contemplated
by Codatek Corp., there is no assurance Codatek Corp. will successfully
complete such transaction.
LACK OF DIVERSIFICATION. In all likelihood, Codatek Corp.'s proposed
operations, even if successful, will result in a business combination with
only one entity. Consequently, the resulting activities will be limited to
that entity's business. Codatek Corp.'s inability to diversify its activities
into a number of areas may subject Codatek Corp. to economic fluctuations
within a particular business or industry, thereby increasing the risks
associated with Codatek Corp.'s operations.
REGULATION. Although Codatek Corp. will be subject to regulation under the
Securities Exchange Act of 1934, management believes Codatek Corp. will not
be subject to regulation under the Investment Company Act of 1940, insofar as
Codatek Corp. will not be engaged in the business of investing or trading in
securities. In the event Codatek Corp. engages in business combinations which
result in Codatek Corp. holding passive investment interests in a number of
entities, Codatek Corp. could be subject to regulation under the Investment
Company Act of 1940. In such event, Codatek Corp. would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. Codatek Corp. has obtained no formal
determination from the Securities and Exchange Commission as to the status of
the company under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject Codatek Corp. to material adverse
consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving
the issuance of Codatek Corp.'s common stock will, in all likelihood, result
in shareholders of a private company obtaining a controlling interest in
Codatek Corp.. Any such business combination may require management of the
Company to sell or transfer all or a portion of the company's common stock
held by them, or resign as members of the Board of Directors of Codatek
Corp.. The resulting change in control of the company could result in removal
of one or more present officers and directors of Codatek Corp. and a
corresponding reduction in or elimination of their participation in the
future affairs of Codatek Corp..
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
Codatek Corp.'s primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would result in
Codatek Corp. issuing securities to shareholders of such private companies.
Issuing previously authorized and unissued common stock of Codatek Corp. will
reduce the percentage of shares owned by present and prospective
shareholders, and a change in Codatek Corp.'s control and/or management.
TAXATION. Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Codatek Corp. may undertake.
Typically, these transactions may be structured to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. Codatek Corp. intends to structure any business combination so as
to minimize the federal and state tax consequences to both Codatek Corp. and
the target entity. Management cannot assure that a business combination will
meet the statutory requirements for a tax-free reorganization, or that the
parties will obtain the intended tax-free treatment upon a transfer of stock
or assets. A non-qualifying reorganization could result in the imposition of
both federal and state taxes, which may have an adverse effect on both
parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management believes that any potential target company must
provide audited financial statements for review, and for the protection of
all parties to the business combination. One or more attractive business
opportunities may forego a business combination with Codatek Corp., rather
than incur the expenses associated with preparing audited financial statements.
BLUE SKY CONSIDERATIONS. Because the securities registered hereunder have not
been registered for resale under the blue sky laws of any state, and Codatek
Corp. has no current plans to register or qualify its shares in any state,
holders of these shares and persons who desire to purchase them in any
trading market that might develop in the future, should be aware that there
may be significant state blue sky restrictions upon the ability of new
investors to purchase the securities. These restrictions could reduce the
size of any potential market. As a result of recent changes in federal law, non-
issuer trading or resale of Codatek Corp.'s securities is exempt from state
registration or qualification requirements in most states. However, some
states may continue to restrict the trading or resale of blind-pool or
"blank-check" securities. Accordingly, investors should consider any
potential secondary market for Codatek Corp.'s securities to be a limited one.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of
1933 as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are
included in this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management believes that the
expectations reflected in these forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without limitation, in
conjunction with those forward-looking statements contained in this Statement.
Plan of Operation - General
Codatek Corp plans to develop software that code and encode programs and or
files. Codatek plans to implement this plan by either internal development or
by acquiring other companies that are engaged in the software business.
Codatek Corp.'s also plans to seek, investigate, and if such investigation
warrants, acquire an interest in one or more business opportunities presented
to it by persons or firms desiring the perceived advantages of a publicly
held corporation. At this time, Codatek Corp. has no plan, proposal,
agreement, understanding, or arrangement to acquire or merge with any
specific business or company and Codatek Corp. has not identified any
specific business or a company for investigation and evaluation. No member of
Management or any promoter of Codatek Corp., or an affiliate of either, has
had any material discussions with any other company with respect to any
acquisition of Codatek Corp. Codatek Corp. will not restrict its search to
any specific business, industry, or geographical location, and may
participate in business ventures of virtually any kind or nature. However,
Codatek will more throughly investigate companies that are involved in the
coding and encoding software. Discussion of the proposed business under this
caption and throughout this Registration Statement is purposefully general
and is not meant to restrict Codatek Corp.'s virtually unlimited discretion
to search for and enter into a business combination.
Codatek Corp. may seek a combination with a firm which only recently commenced
operations, or a developing company in need of additional funds to expand
into new products or markets or seeking to develop a new product or service,
or an established business which may be experiencing financial or operating
difficulties and needs additional capital which is perceived to be easier to
raise by a public company. In some instances, a business opportunity may
involve acquiring or merging with a corporation which does not need
substantial additional cash but which desires to establish a public trading
market for its common stock.. Codatek Corp. may purchase assets and establish
wholly-owned subsidiaries in various businesses or purchase existing
businesses as subsidiaries.
Selecting a business opportunity will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in
some industries, and shortages of available capital, management believes that
there are numerous firms seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded corporation may
include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for the principals of a business,
creating a means for providing incentive stock options or similar benefits to
key employees, providing liquidity (subject to restrictions of applicable
statues) for all shareholders, and other items. Potentially available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
Management believes that Codatek Corp. may be able to benefit from the use of
"leverage" to acquire a target company. Leveraging a transaction involves
acquiring a business while incurring significant indebtedness for a large
percentage of the purchase price of that business. Through leveraged
transactions, Codatek Corp. would be required to use less of its available
funds to acquire a target company and, therefore, could commit those funds to
the operations of the business, to combinations with other target companies,
or to other activities. The borrowing involved in a leveraged transaction
will ordinarily be secured by the assets of the acquired business. If that
business is not able to generate sufficient revenues to make payments on the
debt incurred by the company to acquire that business, the lender would be
able to exercise the remedies provided by law or by contract. These
leveraging techniques, while reducing the amount of funds that Codatek Corp.
must commit to acquire a business, may correspondingly increase the risk of
loss to Codatek Corp.. No assurance can be given as to the terms or
availability of financing for any acquisition by Codatek Corp.. During
periods when interest rates are relatively high, the benefits of leveraging
are not as great as during periods of lower interest rates, because the
investment in the business held on a leveraged basis will only be profitable
if it generates sufficient revenues to cover the related debt and other costs
of the financing. Lenders from which Codatek Corp. may obtain funds for
purposes of a leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of Codatek Corp.. It is not
possible at this time to predict the restrictions, if any, which lenders may
impose, or the impact thereof on Codatek Corp..
Codatek Corp. has insufficient capital with which to provide the owners of
businesses significant cash or other assets. Management believes Codatek
Corp. will offer owners of businesses the opportunity to acquire a
controlling ownership interest in a public company. at substantially less
cost than is required to conduct an initial public offering. The owners of
the businesses will, however, incur significant post-merger or acquisition
registration costs in the event they wish to register a portion of their
shares for subsequent sale. Codatek Corp. will also incur significant legal
and accounting costs in connection with the acquisition of a business
opportunity, including the costs of preparing post-effective amendments,
Forms 8-K, agreements, and related reports and documents. Nevertheless, the
officers and directors of Codatek Corp. have not conducted market research
and are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of a business.
Codatek Corp. does not intend to make any loans to any prospective merger or
acquisition candidates or to unaffiliated third parties.
Codatek Corp. will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which Codatek Corp. may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which Codatek Corp. may offer. However,
Codatek Corp. does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business opportunity
until such time as Codatek Corp. has successfully consummated such a merger
or acquisition. Codatek Corp. also has no plans to conduct any offerings
under Regulation S.
Sources of Opportunities
Codatek Corp. will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business
and professional people. It is not presently anticipated that Codatek Corp.
will engage professional firms specializing in business acquisitions or
reorganizations.
Management, while not especially experienced in matters relating to the new
business of the Company, will rely upon their own efforts and, to a much
lesser extent, the efforts of Codatek Corp.'s shareholders, in accomplishing
the business purposes of Codatek Corp.. It is not anticipated that any
outside consultants or advisors, other than Codatek Corp.'s legal counsel
and accountants, will be utilized by Codatek Corp. to effectuate its business
purposes described herein. However, if Codatek Corp. does retain such an
outside consultant or advisor, any cash fee earned by such party will need to
be paid by the prospective merger/acquisition candidate, as Codatek Corp. has
no cash assets with which to pay such obligation. There have been no
discussions, understandings, contracts or agreements with any outside
consultants and none are anticipated in the future. In the past, Codatek
Corp.'s management has never used outside consultants or advisors in
connection with a merger or acquisition.
As is customary in the industry, Codatek Corp. may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be
approved by Codatek Corp.'s Board of Directors and will be in accordance with
the industry standards. Such fees are customarily between 1% and 5% of the
size of the transaction, based upon a sliding scale of the amount involved.
Such fees are typically in the range of 5% on a $1,000,000 transaction
ratably down to 1% in a $4,000,000 transaction. Management has adopted a
policy that such a finder's fee or real estate brokerage fee could, in certain
circumstances, be paid to any employee, officer, director or 5% shareholder
of Codatek Corp., if such person plays a material role in bringing a
transaction to Codatek Corp..
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of Codatek Corp.
(see "Management"). Management intends to concentrate on identifying
prospective business opportunities which may be brought to its attention
through present associations with management. In analyzing prospective business
opportunities, management will consider, among other factors, such matters as;
1. the available technical, financial and managerial resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which may be available
and the depth of that management
7. the potential for further research, development or exploration
8. specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of Codatek Corp.
9. the potential for growth or expansion
10. the potential for profit
11. the perceived public recognition or acceptance of products, services or
trades
12. name identification
Management will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, Codatek Corp. intends to utilize written reports and
personal investigation to evaluate the above factors. Codatek Corp. will not
acquire or merge with any company for which audited financial statements
cannot be obtained.
Opportunities in which Codatek Corp. participates will present certain risks,
many of which cannot be identified adequately prior to selecting a specific
opportunity. Codatek Corp.'s shareholders must, therefore, depend on
Management to identify and evaluate such risks. Promoters of some
opportunities may have been unable to develop a going concern or may present
a business in its development stage (in that it has not generated significant
revenues from its principal business activities prior to Codatek Corp.'s
participation.) Even after Codatek Corp.'s participation, there is a risk
that the combined enterprise may not become a going concern or advance beyond
the development stage. Other opportunities may involve new and untested
products, processes, or market strategies which may not succeed. Such risks
will be assumed by Codatek Corp. and, therefore, its shareholders.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention as
well as substantial costs for accountants, attorneys, and others. If a
decision is made not to participate in a specific business opportunity the
costs incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a
specific business opportunity, the failure to consummate that transaction
may result in the loss by Codatek Corp. of the related costs incurred.
There is the additional risk that Codatek Corp. will not find a suitable
target. Management does not believe Codatek Corp. will generate revenue
without finding and completing a transaction with a suitable target company.
If no such target is found, therefore, no return on an investment in the
company. will be realized, and there will not, most likely, be a market for
Codatek Corp.'s stock.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, Codatek
Corp. may become a party to a merger, consolidation, reorganization, joint
venture, franchise, or licensing agreement with another corporation or
entity. It may also purchase stock or assets of an existing business. Once a
transaction is complete, it is possible that the present management and
shareholders of Codatek Corp. will not be in control of the company. In
addition, a majority or all of Codatek Corp.'s officers and directors may, as
part of the terms of the transaction, resign and be replaced by new officers
and directors without a vote of Codatek Corp.'s shareholders.
It is anticipated that securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal
and state securities laws. In some circumstances, however, as a negotiated
element of this transaction, Codatek Corp. may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market which
may develop in Codatek Corp.'s Common Stock may have a depressive effect on
such market.
While the actual terms of a transaction to which Codatek Corp. may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code
of 1986, as amended (the "Code"). In order to obtain tax free treatment under
the Code, it may be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, the
shareholders of Codatek Corp., including investors in this offering, would
retain less than 20% of the issued and outstanding shares of the surviving
entity, which could result in significant dilution in the equity of such
shareholders.
As part of Codatek Corp.'s investigation, officers and directors of Codatek
Corp. will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key
personnel, and take other reasonable investigative measures, to the extent of
Codatek Corp.'s limited financial resources and management expertise.
The manner in which Codatek Corp. participates in an opportunity with a target
company will depend on the nature of the opportunity, the respective needs
and desires of the company and other parties, the management of the
opportunity, and the relative negotiating strength of the company and such
other management.
With respect to any mergers or acquisitions, negotiations with target
company, management will be expected to focus on the percentage of Codatek
Corp. which the target company's shareholders would acquire in exchange for
their shareholdings in the target company. Depending upon, among other
things, the target company's assets and liabilities, Codatek Corp.'s
shareholders will, in all likelihood, hold a lesser percentage ownership
interest in the company following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the event Codatek Corp.
acquires a target company with substantial assets. Any merger or acquisition
effected by Codatek Corp. can be expected to have a significant dilutive
effect on the percentage of shares held by Codatek Corp.'s then shareholders,
including purchasers in this offering.
Management has advanced, and will continue to advance, funds which shall be
used by Codatek Corp. in identifying and pursuing agreements with target
companies. Management anticipates that these funds will be repaid from the
proceeds of any agreement with the target company, and that any such
agreement may, in fact, be contingent upon the repayment of those funds.
Competition
Codatek Corp. is an insignificant participant among firms which engage in
business combinations with, or financing of, development-stage enterprises.
There are many established management and financial consulting companies and
venture capital firms which have significantly greater financial and personal
resources, technical expertise and experience than Codatek Corp.. In view of
Codatek Corp.'s limited financial resources and management availability,
Codatek Corp. will continue to be at significant competitive disadvantage
vis-a-vis the Codatek Corp.'s competitors.
The business of coding and encoding computer software and files is intensely
competive in all of its phases, and the Company will be competing with many
firms providing this service. The Company will be at at disadvantge with
other companies having larger technical staffs, established market shares and
greater financial and operational resources than the Company. Consequently,
there can be no assurance that the Company will be able to successfully
compete.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company." as an
issuer which is or holds itself out as being engaged primarily in the
business of investing, reinvesting or trading securities. While Codatek Corp.
does not intend to engage in such activities, Codatek Corp. may obtain and
hold a minority interest in a number of development stage enterprises.
Codatek Corp. could be expected to incur significant registration and
compliance costs if required to register under the Investment Company. Act of
1940. Accordingly, management will continue to review Codatek Corp.'s
activities from time to time with a view toward reducing the likelihood
Codatek Corp. could be classified as an "investment company."
Codatek Corp. intends to structure a merger or acquisition in such manner as
to minimize Federal and state tax consequences to Codaek Corp., and to any
target company.
Employees
Codatek Corp.'s only employees at the present time are its officers and
directors, who will devote as much time as the Board of Directors determine
is necessary to carry out the affairs of the Codatek Corp.. (See "Management").
ITEM 3. DESCRIPTION OF PROPERTY.
Codatek Corp. neither owns nor leases any real property at this time.
Codatek Corp. conducts its business from Vegas Commerce Center, 1350 E.
Flamingo Road, Suite 688, Las Vegas, NV 89119.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth each person known to Codatek Corp., as of
December 31,1998, to be a beneficial owner of five percent (5%) or more of
Codatek Corp.'s common stock, by Codatek Corp.'s directors individually, and
by all of the Codatek Corp.'s directors and executive officers as a group.
Each person has sole voting and investment power with respect to the shares
shown.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
Title of Class Name of Shares Percentage
Owner Beneficially Ownership
Owned
Common Ronald Chandler 25,000 (1) 13%
Common David Gonzales. 25,000 (1) 13%
Common Carla Valdez 25,000 (1) 13%
Common William Reynolds 25,000 (1) 13%
(1) Note that these shares are restricted stock under Regulation D. See
"Description OF Securities"
SECURITY OWNERSHIP OF MANAGEMENT
Title of Class Name of Amount and Nature Percent of
Benefial Owner of Beneficial Owner Class
Common Patricia Wiate 0 0
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The members of the Board of Directors of Codatek Corp. serve until the next
annual meeting of the stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
There are no agreements for any officer or director to resign at the request
of any other person, and none of the officers or directors named below are
acting on behalf of, or at the direction of, any other person.
Codatek Corp.'s officers and directors will devote their time to the business
on an "as-needed" basis, which is expected to require 5-10 hours per month.
Information as to the directors and executive officers of the Codatek Corp.
is as follows:
Name Age Position
Patricia Wiate 59 President, Sole Officer, and Director
Patricia Wiate, Age 59
Operated a pottery mail order business from 1990 to 1996. Developed an
interest in wine in Europe while on tour with husband in the US military.
Formed Mount Merlot Estates in 1996. Retired from that business in 1998 to
pursue current company.
Blank Check Experience
None.
There is no family relationship between any of the officers and directors of
the Codatek Corp.. The Codatek Corp.'s Board of Directors has not established
any committees.
Conflicts of Interest
Insofar as the officers and directors are engaged in other business activities,
management anticipates it will devote only a minor amount of time to Codatek
Corp.'s affairs. The officers and directors of Codatek Corp. may in the
future become shareholders, officers or directors of other companies which
may be formed for the purpose of engaging in business activities similar to
those conducted by Codatek Corp.. Codatek Corp. does not currently have a
right of first refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to Codatek Corp.'s
proposed business operations. The officers and directors are, so long as
they are officers or directors of Codatek Corp., subject to the restriction
that all opportunities contemplated by Codatek Corp.'s plan of operation
which come to their attention, either in the performance of their duties or
in any other manner, will be considered opportunities of, and be made
available to Codatek Corp. and the companies that they are affiliated with on
an equal basis. A breach of this requirement will be a breach of the
fiduciary duties of the officer or director. Subject to the next paragraph,
if a situation arises in which more than one company desires to merge with or
acquire that target company and the principals of the proposed target company
have no preference as to which company will merge or acquire such target
company., the company of which the President first became an officer and
director will be entitled to proceed with the transaction. Except as set
forth above, Codatek Corp. has not adopted any other conflict of interest
policy with respect to such transactions.
Investment Company Act of 1940
Although Codatek Corp. will be subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management believes
Codatek Corp. will not be subject to regulation under the Investment Company
Act of 1940 insofar as Codatek Corp. will not be engaged in the business of
investing or trading in securities. In the event Codatek Corp. engages in
business combinations which result in Codatek Corp. holding passive
investment interests in a number of entities, Codatek Corp. could be subject
to regulation under the Investment Company Act of 1940. In such event,
Codatek Corp. would be required to register as an investment company and
could be expected to incur significant registration and compliance costs.
Codatek Corp. has obtained no formal determination from the Securities and
Exchange Commission as to the status of the company under the Investment
Company Corp. Act of 1940 and, consequently, any violation of such Act would
subject Codatek Corp. to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
There is no executive compensation given to any officers and directors of the
company. It is possible that, after Codatek Corp. successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or more members of Codatek Corp.'s management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. It is possible that persons associated
with management may refer a prospective merger or acquisition candidate to
Codatek Corp.. In the event Codatek Corp. consummates a transaction with any
entity referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a finder's fee.
It is anticipated that this fee will be either in the form of restricted
common stock issued by Codatek Corp. as part of the terms of the proposed
transaction, or will be in the form of cash consideration. However, if such
compensation is in the form of cash, such payment will be tendered by the
acquisition or merger candidate, because Codatek Corp. has insufficient cash
available. The amount of such finder's fee cannot be determined as of the
date of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of management of
Codatek Corp. will receive any finders fee, either directly or indirectly, as
a result of their respective efforts to implement Codatek Corp.'s business
plan outlined herein. Persons "associated" with management is meant to refer
to persons with whom management may have had other business dealings, but who
are not affiliated with or relatives of management.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Registrant for the benefit of
its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NONE
ITEM 8. LEGAL PROCEEDINGS
Codatek Corp. is not a party to any material pending legal proceedings and,
to the best of its knowledge, no such action by or against Codatek Corp. has
been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Codatek Corp.'s common stock is not traded on any exchange or OTC market.
Management has not undertaken any discussions, preliminary or otherwise, with
any prospective market maker concerning the participation of such market
maker in the after-market for Codatek Corp.'s securities and management does
not intend to initiate any such discussions until such time as Codatek Corp.
has consummated a merger or acquisition. There is no assurance that a trading
market will ever develop or, if such a market does develop, that it will
continue.
After a merger or acquisition has been completed, one or both of the
company's officers and directors will most likely be the persons to contact
prospective market makers. It is also possible that persons associated with
the entity that merges with or is acquired by Codatek Corp. will contact
prospective market makers. Codatek Corp. does not intend to use consultants
to contact market makers.
Market Price
The Registrant's Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission adopted
Rule 15g-9, which established the definition of a "penny stock," for purposes
relevant to Codatek Corp., as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than $5.00 per
share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require: (i) that a broker or dealer approve
a person's account for transactions in penny stocks; and (ii) the broker or
dealer receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that
person and that person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (i) sets forth the basis on which the
broker or dealer made the suitability determination; and (ii) that the broker
or dealer received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on
the limited market in penny stocks.
The National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has recently made changes in the criteria for initial
listing on the NASDAQ Small Cap market and for continued listing. For initial
listing, a company must have net tangible assets of $4 million, market
capitalization of $50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years. For initial
listing, the common stock must also have a minimum bid price of $4 per share.
In order to continue to be included on NASDAQ, a company must maintain
$2,000,000 in net tangible assets and a $1,000,000 market value of its
publicly-traded securities. In addition, continued inclusion requires two
market-makers and a minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow Codatek Corp.'s securities
to be traded without the aforesaid limitations. However, there can be no
assurances that, upon a successful merger or acquisition, that Codatek Corp.
will qualify its securities for listing on NASDAQ or some other national
exchange, or be able to maintain the maintenance criteria necessary to insure
continued listing. The failure of Codatek Corp. to qualify its securities or
to meet the relevant maintenance criteria after such qualification in the
future may result in the discontinuance of the inclusion of Codatek Corp.'s
securities on a national exchange. In such events, trading, if any, in
Codatek Corp.'s securities may then continue in the non-NASDAQ
over-the-counter market. As a result, a shareholder may find it more
difficult to dispose of, or to obtain accurate quotations as to the market
value of, Codatek Corp.'s securities.
Holders
There are 44 holders of Codatek Corp's common shares. 40 of these
shareholders hold unrestricted stock pursuant to Rule 504 of Regulation D,
Section 4(6) exemption. Four shareholders hold restricted stock pursuant to
Rule 144.
Dividends
The Registrant has not paid any dividends to date, and has no plans to do so
in the immediate future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
With respect to the sales made, the Registrant relied on Section 4(2) of the
Securities Act of 1933, as amended. No advertising or general solicitation
was employed in offering the shares. The securities were offered for
investment only and not for the purpose of resale or distribution, and the
transfer thereof was appropriately restricted.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
Codatek Corp was incorporated on December 31, 1998, as Codatek Corp., with an
authorized share capital of Fifty Million (50,000,000) shares of Common
Stock. Upon incorporation, the company initially issued One Hundred Thousand
(100,000) Common Shares with par value of $.001. These shares are restricted
under Rule 144 of the Securities Act of 1933, as amended.
On February 15, 1999 the Company offered, pursuant to a 504D Offering filed
with the Securities and Exchange Commission, 1,000,000 Common Shares at $0.10
per share. On February 27, 1999, the Company sold and issued One Hundred
Thousand (100,000) Common Shares at $0.10 per share from that 504D Offering.
These 100,000 shares have been deemed free trading by counsel.
The Codatek Corp.'s Articles of Incorporation authorizes the issuance of
50,000,000 shares of Common stock, of which 200,000 are issued and
outstanding. The shares are non-assessable, without pre-emptive rights, and
do not carry cumulative voting rights. Holders of common shares are entitled
to one vote for each share on all matters to be voted on by the stockholders.
The shares are fully paid, non-assessable, without pre-emptive rights, and do
not carry cumulative voting rights. Holders of common shares are entitled to
share ratably in dividends, if any, as may be declared by Codatek Corp. from
time-to-time, from funds legally available. In the event of a liquidation,
dissolution, or winding up of Codatek Corp., the holders of shares of common
stock are entitled to share on a pro-rata basis all assets remaining after
payment in full of all liabilities.
Management is not aware of any circumstances in which additional shares of
any class or series of Codatek Corp.'s stock are to be issued to management
or promoters, or affiliates or associates of either.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Codatek Corp. and its affiliates may not be liable to its shareholders for
errors in judgment or other acts or omissions not amounting to intentional
misconduct, fraud, or a knowing violation of the law, since provisions have
been made in the Articles of incorporation and By-laws limiting such
liability. The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of Codatek Corp. in most cases
for any liability suffered by them or arising from their activities as
officers and directors of Codatek Corp. if they were not engaged in intentional
misconduct, fraud, or a knowing violation of the law. Therefore, purchasers
of these securities may have a more limited right of action than they would
have except for this limitation in the Articles of Incorporation and By-laws.
The officers and directors of Codatek Corp. are accountable to Codatek Corp. as
fiduciaries, which means such officers and directors are required to exercise
good faith and integrity in handling Codatek Corp.'s affairs. A shareholder
may be able to institute legal action on behalf of himself and all others
similarly stated shareholders to recover damages where Codatek Corp. has
failed or refused to observe the law. Shareholders may, subject to applicable
rules of civil procedure, be able to bring a class action or derivative suit
to enforce their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in Codatek Corp. in
connection with such sale or purchase, including the misapplication by any
such officer or director of the proceeds from the sale of these securities,
may be able to recover such losses from Codatek Corp..
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this Item 13
follow the index of financial statements appearing at Item 15 of this
Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its formation, and
Management has had no disagreements with the findings of its accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
/s/
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Page Number
___________
INDEPENDENT ACCOUNTANT'S REPORT 1
FINANCIAL STATEMENT
Balance Sheets 2
Statements of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholders' Equity 4
Statements of Cash Flows 5
Notes to the Financial Statements 6
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
of Codatek Corp.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Codatek Corp. (a
development stage company) as of December 31, 1999, nad December 31, 1998,
the related statements of operations, cash flows, and changes in stockholders'
equity for the period from December 3, 1998, (date of inception) to December 31,
1999. These statements are the responsibility of Codatek Corp.'s management.
My responsibility is to express and 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 statemetns are free of material mis-
statement. An audit includes exmining, 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 Codatek Corp. as of December 31,
1999, and December 31, 1998, and the results of operations, cash flows, and
changes in stockholders' equity for the periods then ended, as well as the
cumulative period from December 3, 1998 in conformity with generally accepted
accounting principles.
David Coffey, C.P.A.
Las Vegas, Nevada
January 31, 2000
CODATEK CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
Dec. 31, 1999 Dec. 31, 1998
------------- --------------
ASSETS
Cash $ 6,453 $ 100
------------- ---------------
Total Assets $ 6,453 $ 100
============= ===============
LIABILITIES & STOCKHOLDERS'
EQUITY
Accounts payable $ 900 $ 400
-------------- ---------------
Total Liabilities 900 400
Stockholders' Equity
Common stock, authorized
50,000,000 shares at $.001
par value, issued and outstanding
200,000 shares and 100,000 shares
respectively 200 100
Additional paid-in-capital 8,400 0
Deficit accumulated during the
development stage (3,047) (400)
-------------- ---------------
Total Stockholders' Equity 5,553 (300)
Total Liabilities and Stockholders'
Equity $ 6,453 $ 100
============== ================
The accompanying notes are an integral part of these financial statements.
CODATEK CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
Jan. 1, 1999 Jan. 1, 1998 to From inception,
to Dec. 31, Dec. 31, 1998 Dec. 3, 1998
1999 to Dec. 31, 1999
------------ --------------- ----------------
Interest Income $ 353 $ 0 $ 353
Expenses
Organizational expenses 0 400 400
Consulting 500 0 500
Professional fees 2,500 0 2,500
------------ ---------------- ----------------
Total expenses 3,000 400 3,400
Net loss (2,647) (400) $ (3,047)
================
Retained earnings,
beginning of period (400) 0
------------ -----------------
Deficit accumulated during
the development stage $ (3,047) $ (400)
============= =================
Earnings (loss) per share
assuming dilution:
Net loss $ (0.01) $ (.00) $ (0.02)
============= ================= ==============
Weighted average shares
outstanding 183,333 166,666 176,923
============= ================= ==============
The accompanying notes are an integral part of these financial statements.
CODATEK CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD December 3, 1998 (Date of Inception) TO
December 31, 1999
Common Stock Additional Total
Shares Amount Paid-in
Capital
------ ------ ---------- --------
Balance,
December 3, 1998 0 $ 0 $ 0 $ 0
Issuance of common
stock for cash
December, 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, 1999 100,000 100 9,900 10,000
Less offering costs 0 0 (1,500) (1,500)
Less net loss 0 0 0 (2,647)
------- ------- ---------- ---------
Balance,
December 31, 1999 200,000 $ 200 $ 8,400 $ 5,553
======= ======= ========== =========
The accompanying notes are an integral part of these financial statements.
CODATEK CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(With Cumulative Figures From Inception)
Jan. 1, 1999 Jan. 1, 1998 From Inception
to Dec. 31, to Dec. 31, Dec. 3, 1998
1999 1998 to Dec. 31, 1999
------------ ------------- ----------------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES
Net Loss $ (2,647) $ (400) $ (3,047)
Adjustments to reconcile
net loss to cash used by
operating activity
Accounts payable 500 400 900
------------ ------------- -----------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (2,147) 0 (2,147)
CASH FLOWS USED BY
INVESTING ACTIVITIES 0
------------- -------------- -----------------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of common stock 100 100 200
Paid-in-capital 9,900 9,900
Less offering costs (1,500) (1,500)
------------- -------------- -----------------
NET CASH USED BY
INVESTING ACTIVITIES 8,500 100 8,600
------------- ---------------- ------------------
NET INCREASE IN CASH 6,353 $ 6,453
==================
CASH AT BEGINNING OF PERIOD 100 0
------------- -----------------
CASH AT END OF PERIOD $ 6,453 $ 100
============= =================
The accompanying notes are an integral part of these financial statements.
CODATEK CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
Dec. 31, 1999 and December 31, 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on December 3, 1998, under the laws of the
State of Nevada. The business purpose of the Company is to develop
software that code and encode programs and files.
The Company will adopt accounting policies and procedures based upon
the nature of future transactions.
NOTES B OFFERING COSTS
The offering costs incurred in connection with the offering were
deducted from the net proceeds of the offering.
NOTES 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 average 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.
ARTICLES OF INCORPORATION
OF
__Codatek 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: The exact name of this Corporation is:
__Codatek 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 I 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 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 donations 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 or instruments 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, 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
David 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 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 terms 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 contract 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 MR. 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 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.
(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 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 XIII 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
/s/ David Wages
500 W.
College Parkway #V386
Carson City, NV
89706
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation this 1st day of December, 1998.
/s/ David Wages
STATE OF NEVADA
Lyon County
On 12-1, 1998, personally appeared before me, a Notary Public, David Wages, who
acknowledged to me that he executed the foregoing Articles of Incorporation
for Codatech Corp., a Nevada corporation.
BEVERLY THOMPSON /s/ Beverly Thompson
NOTARY PUBLIC - NEVADA Notary Public
APPT Recorded in LYON CO.
My Appt. EXP. March 1, 2002
BY-LAWS OF
CODATEK CORP.
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.
(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.
(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 Meeting
(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 shareholders 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 individuals 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 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.
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 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 1I constitutes vacancies on the Board of Directors for
purposes of, this paragraph and may be filled as set forth above 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 (51/4) 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 Meeting
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 Meeting.
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.
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 anystanding 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 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.
ARTICLE 1111
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 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.
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 indemn4 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.
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 By4aws, 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.
Section 6.02 Records.
The stock transfer books and a certified copy of the By4aws, 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 RQ9rt 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.
Section 6.05 Corporate.
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 Reserve .
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 II
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 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 Arrangement
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 45r 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 ("ERJSA")
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.
Power of Directors. Paragraphs 7.01 through 7.04 and this Paragraph
of these By-Laws may be amended of repealed by the Board of Directors
only by vote of eighty percent (800%) of the total number of Directors
and the holders of sixty-six and two-thirds permit (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.
ARTICLE VIH
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 3rd day of December, 1998.
/s/___________
Secretary
9
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
CODATEK CORP., INC.
By:
Patricia Wiate, President
29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and Exchange Act of 1934
